| Leading corporate law professor Stephen Bainbridge provides an analysis of the titular topic in an article that cites to many sources, including his own scholarship, to support his view that: accountability must be balanced with authority. The introduction is quoted below: “One of the things that bugs me the most about much of normative corporate |
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Sixth Edition of The National Law Review’s Delaware Corporate and Commercial Law 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 Sixth Edition that has now been published.
The Delaware Corporate and Commercial Law Monitor curates articles from many commentators around the country. Commentary from academia and practitioners continues to examine…
Prior Business Roundtable Statement on Social Justice: Just PR
By Francis Pileggi on
Posted in Commentary
Our favorite corporate law scholar, the prolific Professor Bainbridge, provides scholarly insights that compare the current position of large U.S. corporations represented on the Business Roundtable with the public statement of the group in 2019 that heralded a new age of corporate governance that focused on ESG and related social justice goals–instead of shareholder…
Chancery “Xes” out investor’s suit over losses in Musk’s Twitter purchase
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 dismissed all claims against Elon Musk and his X Corp. acquisition entities brought by a Twitter Inc. investor who claimed to have lost $1.88 million because of Musk’s alleged…
Chancery Stings with Finding of Breach of the Fiduciary Duty of Candor—A Cautionary Tale
By Francis Pileggi on
Posted in Court of Chancery Updates
A recent Delaware Court of Chancery decision is noteworthy for its deep dive into the doctrinal underpinnings of the various aspects of fiduciary duties, as well as the difference between the standard of conduct and the standard of review. But my favorite part of the opinion is its discussion of the nuances of duty of…
Chancery Assesses Damages for Unfair Valuation
By Francis Pileggi on
Posted in Court of Chancery Updates
A recent Delaware Court of Chancery decision is a treasure trove of fundamental principles applicable to corporate litigation. In Ban v. Manheim, C.A. No.2022-0768-JTL (Del. Ch. May 19, 2025), the 60-plus page post-trial opinion applies an exemplary legal analysis to a complex web of entities controlled by one person, to explain why the valuation…
Vice Chancellor Pens Law Review Article on Delaware Corporate Law
By Francis Pileggi on
Posted in Commentary
A law review article authored by a Vice Chancellor of the Delaware Court of Chancery that chronicles nine eras of Delaware court decisions on Delaware corporate law, from the State’s founding in 1776 through the present, is featured on the Harvard Law School Corporate Governance blog (where yours truly has published several articles over the…
Chancery Rules: insider profit, inside info, not always insider trading
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 dismissed a shareholder suit that claimed Palantir Technologies officers and directors reaped exorbitant profits by using insider trading and deceptive disclosures to sell their stock in the analytic software…
Chancery Allows SJ Motion on Director Independence Issue
By Francis Pileggi on
Posted in Court of Chancery Updates
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…
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…