Over the last few years, compared to the last few decades, the trend of courts in many states has been to be less willing to enforce restrictive covenants based on closer scrutiny of nuances such as the legitimate business interest in the scope of the restrictions. This development is consistent with the increasing number of
duty of loyalty
Chancery Analyzes Nuances of Claim for Aiding and Abetting Breach of Fiduciary Duty
By Francis Pileggi on
Posted in Court of Chancery Updates
The recent Chancery decision in Calumet Capital Partners LLC v. Victory Park Capital Advisors, LLC, C.A. No. 2025-0036-JTL (Del. Ch. Jan. 29, 2026), addressed various issues in a motion to dismiss claims involving poaching of employees and disloyalty among business partners.
Although there is much to commend this 74-page decision, I will limit my…
Chancery Grants Partial Fee-Shifting for Breach of Fiduciary Duty and Spoliation
By Francis Pileggi on
Posted in Court of Chancery Updates
A recent decision from the Delaware Court of Chancery addressed damages for breach of the fiduciary duty of loyalty where they were not capable of precise measurement, and there was also a claim for spoliation. The most recent decision in this matter addresses damages. Sorrento Theraupetics, Inc. v. Mack, C.A. No. 2021-0210-PAF (Del. Ch.
Chancery Rejects ‘Controlling Mindset’ for Demand Futility Argument
By Francis Pileggi on
Posted in Court of Chancery Updates
In a recent Chancery decision involving challenges to executive compensation, Eckert v. Hightower, C.A. No. 2024-0569-MTZ (Del. Ch. March 24, 2025), the court reiterates the basic standards that determine if allegations can survive a motion to dismiss when the charter includes an exculpatory clause which requires that a majority of directors have demonstrated a…
Chancery Allows Claims for Breach of Both Fiduciary Duty and Contract Against LLC Manager
By Francis Pileggi on
Posted in Court of Chancery Updates
The Delaware Court of Chancery recently explained under what circumstances dual claims will be allowed to proceed for both breach of fiduciary duty and breach of contract in the context of the manager of an LLC allegedly using LLC assets for his personal benefit in a manner not shared by all the other LLC members.…
16th Annual Review of Key Delaware Corporate and Commercial Decisions
16th Annual Review of Key Delaware Corporate and Commercial Decisions
By: Francis G.X. Pileggi and Chauna A. Abner
This is the 16th year that Francis Pileggi has published an annual list of key corporate and commercial decisions of the Delaware Supreme Court and the Delaware Court of Chancery. This list does not attempt to include…
No Cause of Action in Delaware for Conventional Stockholder Oppression
By Francis Pileggi on
Posted in Court of Chancery Updates
A recent Order of the Delaware Court of Chancery recited the truism reflected in prior Delaware decisions that, generally speaking, unlike in some other states, Delaware does not have a standalone, conventional cause of action for stockholder oppression, per se, as contrasted with a breach of fiduciary duty claim for not acting in the…
Supreme Court Instructs on Nuances of Fiduciary Duties of Disclosure and Loyalty
By Francis Pileggi on
Posted in Delaware Supreme Court Updates
A recent Delaware Supreme Court decision should be required reading for those interested in the nuances of Delaware law on the fiduciary duties of disclosure and loyalty of a manager or a director in connection with communications with stockholders or others to whom a fiduciary duty is owed. In Dohmen v. Goodman, Del. Supr.,…
Chancery Rules on a Controller’s Fiduciary Duty of Loyalty
By Francis Pileggi on
Posted in Court of Chancery Updates
This post was prepared by Chauna A. Abner, an associate in the Delaware office of Lewis Brisbois.
Invoking the principles articulated in USA Cafes, the Court of Chancery recently held that a controller cannot use its control over an entity to advantage himself at the expense of the controlled entity. 77 Charters, Inc. v. …
Chancery finds failure to allege conspiracy means dismissal of ex-director and his foreign firms
By Francis Pileggi on
Posted in Court of Chancery Updates
This post was prepared by Frank Reynolds, who has been following Delaware corporate law, and writing about it for various legal publications, for over 30 years.
The Delaware Court of Chancery recently dismissed the remaining defendants from a lawsuit that Wanu Water Inc.’s founder filed against directors and shareholders who allegedly conspired to seize control,…