Yours truly and my colleague Chauna Abner have published an article for the recent issue of The Delaware Business Court Insider on the titular topic. The analysis that determines when dual claims for breach of contract and breach of fiduciary duty based on substantially the same operative facts might survive a motion to dismiss, is
fiduciary-duty
No Cause of Action in Delaware for Conventional Stockholder Oppression
By Francis Pileggi on
Posted in Chancery Court 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…
Chancery Interprets Delaware Stormwater Management Act
By Francis Pileggi on
Posted in Chancery Court Updates
A recent Delaware Court of Chancery decision deserves a passing reference for its analysis of the statutorily-granted equitable jurisdiction to enforce the Delaware Stormwater Management Act. The opinion in Nieves v. Insight Building Co., LLC, C.A. No. 2019-0464-SG (Del. Ch. Aug. 4, 2020), begins with an entertaining history lesson about the Nanticoke Indians in southern…
Chancery Clarifies Nuances of Section 220 Stockholder Demand for Inspection Rights
By Francis Pileggi on
Posted in Chancery Court Updates
A recent Delaware Court of Chancery opinion provides insights into nuances of DGCL Section 220 as it relates to the rights of stockholders to inspect corporate books and records, and deserves to be in included in the pantheon of Delaware decisions on this topic. It must be read by anyone seeking a complete understanding of …
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 nixes aiding and abetting liability for execs accused of helping set inflated price for NetSuite
By Francis Pileggi on
Posted in Chancery Court 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 rejected a creative theory of liability in a shareholder suit that claimed top NetSuite Inc. officers aided a breach of fiduciary duty by…
Chancery Rules on a Controller’s Fiduciary Duty of Loyalty
By Francis Pileggi on
Posted in Chancery Court 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. …
Claims by Long-Term Close Friend Proceed Against Faithless Business Partner
By Francis Pileggi on
Posted in Chancery Court Updates
A recent Delaware Court of Chancery opinion discussed the nuances of an unusual personal and business relationship, akin to a “familial intimacy”, that formed the basis for the court to conclude that a fiduciary relationship could be proven at trial. See Bamford v. Penfold, L.P., C.A. No. 2019-0005-JTL (Del. Ch. Feb. 28, 2020).
Short …
Chancery: AmTrust squeeze-out must face stiff review after failing MFWcontrolling shareholder test
By Francis Pileggi on
Posted in Chancery Court 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 ruled that AmTrust, Inc.’s controlling shareholders’ go-private buyout of the insurer must be reviewed under the harsh light of the entire fairness standard…
Anthology of Blurbs About Recent Delaware Corporate and Commercial Decisions
By Francis Pileggi on
In a departure from the manner in which most cases have been highlighted on these pages, this post includes a collection of short blurbs about recent Delaware corporate and commercial decisions, identifying the key issues addressed, with a link to the whole opinion. This experimental approach to highlighting recent decisions was prompted by a combination…