A recent Delaware Court of Chancery decision might carry more impact than its short length might otherwise suggest. In the matter styled In Re Fox Corporation Derivative Litigation, C.A. No. 2023-0419-BWD (Del. Ch. April 28, 2025), the court determined that the defendants could engage in limited discovery in order to file a motion for summary
fiduciary-duty
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…
Big Change to Delaware Corporate Statute
By Francis Pileggi on
Posted in Commentary
The Delaware Governor signed legislation last night that makes big changes to Delaware corporate law. The new law amended the corporate statute to create a definition for “controlling shareholder” and “disinterested director” as well as adding new prerequisites before a shareholder can demand corporate records. As the editor of The National Law Review’s Delaware Corporate …
Chancery lets suit over who caused Get Together Inc.’s break-up continue
By Francis Pileggi on
Posted in Court of Chancery Updates
Frank Reynolds, who has been covering Delaware corporate decisions for various national publications for over 40 years, prepared this article.
The Delaware Court of Chancery recently declined to dismiss claims that three venture capital firms disloyally caused the collapse of Get Together Inc. by hastily pulling out of the troubled social media start-up and allegedly…
Updates on SB 21 from Tulane Corporate Law Seminar
By Francis Pileggi on
Posted in Commentary
A PowerPoint with highlights of SB 21 at today’s beginning of the annual Tulane Corporate Law Institute, an event featured many times on these pages in prior years, was part of a panel presentation led William Lafferty of Morris Nichols. For the few people who have missed the tsunami of articles and commentary…
UPDATE on Proposed Amendments to DGCL Section 220–Right to Seek Corporate Books and Records
By Francis Pileggi on
Posted in Commentary
In the few days since the Delaware Legislature proposed Senate Bill 21 to make major changes to Delaware corporate law, there has been a veritable avalanche of commentary by the professoriate, practitioners, and journalists with their predictions of the consequences of SB 21 being enacted into law. See, e.g., article on The CLS Blue …
New Extension of Blog: National Law Review’s Delaware Corporate and Commercial Law Monitor
By Francis Pileggi on
Posted in Commentary
For the last 20 years, I have highlighted selected decisions from the Delaware Supreme Court and the Delaware Court of Chancery on these pages, as well as related topics, including legal ethics. Recently, the National Law Review, a publication that is over 100 years old and boasts over 2 million readers, asked me to…
Delaware High Court: Suit Over TripAdvisor’s Del.-to-Nev. charter move should have been dismissed
By Francis Pileggi on
Posted in Delaware Supreme Court Updates
Frank Reynolds, who has been covering Delaware corporate decisions for various national publications for over 40 years, prepared this article
The Delaware Supreme Court recently reversed a Chancery decision to let shareholders of TripAdvisor Inc. and its parent continue their suit against their directors over their boards’ reincorporation of the world’s largest travel guidance purveyor …
Chancery Rejects Claims Against Controller in Sale of Company
By Francis Pileggi on
Posted in Court of Chancery Updates
A recent Court of Chancery decision determined that the sale of a company initiated by the controller, a private equity fund which was also the largest equity holder in the company, did not run afoul of the business judgment rule. The decision in Manti Holdings, LLC v. The Carlyle Group Inc., C.A. No. 2020-0657-SG…
Chancery Lets Suit Over Fox “Stolen Election” Stories Proceed Due to CEO’s Influence
By Francis Pileggi on
Posted in Court of Chancery Updates
Frank Reynolds, who has been covering Delaware corporate decisions for various national publications for over 35 years, prepared this article
A recent Delaware Court of Chancery opinion clarifies how and when a majority of directors may lack independence from its CEO, and finds Rupert Murdoch’s financial or personal influence could have skewed the objectivity of…