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
fiduciary-duty
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…
Delaware High Court reverses Chancery decision to bar advancement for ERISA fiduciaries
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, wrote this article.
The full Delaware Supreme Court recently ruled that the federal Employee Retirement Income Act of 1974 does not automatically bar the managers of an investment fund from accessing ERISA assets to defend themselves from state…
Annual Tulane Corporate Law Institute
By Francis Pileggi on
Posted in Commentary
Over the last 21 years that I have been writing this blog I have often posted about an annual corporate law seminar in New Orleans called the Tulane Corporate Law Institute, that I am attending again this year. Started by the late great Delaware Supreme Court Justice Andrew G.T. Moore over 30 years ago…
Chancery Enforces Restrictive Covenant in the Business Sale Context and Addresses Fiduciary Duties of Former CEO Retained by Purchaser
By Francis Pileggi on
Posted in Court of Chancery Updates
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…
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…
The National Law Review’s Delaware Corporate and Commercial Law Monitor
By Francis Pileggi on
Posted in Commentary
Volume 2, Edition 2 of the National Law Review‘s Delaware Corporate and Commercial Law Monitor has been published. I’m the Editor-in-Chief. It is published monthly and emailed to a select few from the mailing lists the NLR has for their 25 other newsletters, as well as the existing subscribers of this blog who read…
The National Law Review’s Delaware Corporate and Commercial Law Monitor
By Francis Pileggi on
Posted in Commentary
This week, Volume 2, Edition 1 of the National Law Review‘s Delaware Corporate and Commercial Law Monitor was published, beginning its second year. I’m the Editor-in-Chief. It is published monthly and emailed to a select few from the mailing lists the NLR has for their 25 other newsletters, as well as the existing subscribers…
21st Annual Review of Key Delaware Corporate and Commercial Decisions
By Francis Pileggi on
Posted in Annual Review of Key Delaware Cases
The 21st edition of Francis Pileggi’s annual list of key corporate and commercial decisions of the Delaware Supreme Court and the Delaware Court of Chancery has been published by The National Law Review. This year’s list does not attempt to include all important decisions of those courts that were rendered in 2025, and eschews…