Two recent Delaware Court of Chancery decisions awarded fees for errant pre-litigation conduct which makes then noteworthy for that point alone, although there is much else to commend them. In the matter styled Ramadurgam v. Destiny XYZ Inc., C.A. No. 2024-0057-PAF (Del. Ch. July 23, 2026), the court awarded fees for pre-litigation conduct
fiduciary-duty
Court of Chancery Reaffirms That Minority Members of Manager-Managed LLCs Do Not Ordinarily Owe Fiduciary Duties
By Francis Pileggi on
Posted in Court of Chancery Updates, Uncategorized
These highlights were prepared by Maliheh Zare, a corporate and commercial litigation associate in the Delaware office of Lewis Brisbois.
The Delaware Court of Chancery recently reaffirmed that minority members of a manager‑managed Delaware LLC generally do not owe fiduciary duties to the company or its other members in Ruby Hollow, LLC v. Tharp …
Chancery’s Deep Doctrinal Dive into the Definition of Voidable v. Void Corporate Acts
By Francis Pileggi on
Posted in Court of Chancery Updates
A recent Delaware Court of Chancery opinion is required reading for those interested in the important distinction between corporate acts that are void as compared to voidable. In a 100-plus page decision in connection with approving a class action settlement and attorneys’ fees, the Court of Chancery engages in a deep doctrinal dive and scholarly…
Chancery Provides First Interpretation of Recently Amended DGCL Section 144
By Francis Pileggi on
Posted in Court of Chancery Updates
Rae Ra, a corporate and commercial litigation associate in the Delaware office of Lewis Brisbois, prepared this synopsis.
The Court of Chancery analyzed the newly amended 8 Del. C. § 144(d)(2) for the first time recently, in Patrick Ayers v. Foley, et al., C.A. No. 2025-0650-LWW (Del. Ch. June 15, 2026) (the “Opinion”)…
Delaware Supreme Court Justice Karen Valihura Presents Distinguished Lecture on Charting Delaware’s Course in a New Era
By Francis Pileggi on
Posted in Commentary, Delaware Supreme Court Updates
Delaware Supreme Court Justice Karen L. Valihura recently presented the 2026 Weinburg Distinguished Lecture entitled “Legacies, Lessons and Launch Pads: Charting Delaware’s Course in a New Era, now available in an article format.
My own paraphrasing of a few takeaways: (i) the scholarly presentation included references to icons among prior court decisions in…
Semi-Annual Review of Key Delaware Corporate and Commercial Decisions
By Francis Pileggi on
Posted in Annual Review of Key Delaware Cases
In addition to the Annual Review of Key Delaware Corporate and Commercial Decisions that I have compiled on these pages for the last 21 years, I periodically select cases for a semi-annual review. We recently presented these selected cases in a webinar with a PowerPoint.
The selection of these cases is necessarily subjective, and I…
National Law Review’s Delaware Corporate and Commercial Litigation Monitor
By Francis Pileggi on
Posted in Commentary
As the Editor-in-Chief of the National Law Review‘s publication called the Delaware Corporate and Commercial Law Monitor, I’m pleased to share the latest edition that has now been published. The newsletter includes articles from authors around the country on the titular topic. My role for this publication is in addition to…
National Law Review’s Delaware Corporate and Commercial Litigation Monitor
By Francis Pileggi on
Posted in Commentary
As the Editor-in-Chief of the National Law Review‘s publication called the Delaware Corporate and Commercial Law Monitor, I’m pleased to share the latest edition that has now been published. My role for this publication is in addition to my full-time practice and maintaining this blog–now in its 21st year–as well as…
Is Shareholder Democracy An Illusion?
By Francis Pileggi on
Posted in Commentary
A short video examines the titular topic in connection with the “leopard paradigm” and the recent proxy proposal by Exxon related to its efforts to change its state of incorporation.
Delaware Court of Chancery Examines Duties of Blockholder Directors
By Francis Pileggi on
Posted in Court of Chancery Updates
A recent decision from the Delaware Court of Chancery should be in the toolbox of all corporate and commercial litigators. In Guilbeau v. Footprint International Holdco, Inc., C.A. No. 2024-0968-JTL (Del. Ch. April 30, 2026), the court provided a scholarly analysis of the doctrinal and public policy issues surrounding the fiduciary duties of a…