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
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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…
20th Annual Review of Key Delaware Corporate and Commercial Decisions
By Francis Pileggi on
Posted in Annual Review of Key Delaware Cases
This is the 20th-anniversary edition of Francis Pileggi’s annual list of key corporate and commercial decisions of the Delaware Supreme Court and the Delaware Court of Chancery. This year’s list does not attempt to include all important decisions of those courts that were rendered in 2024, and eschews some of the cases already extensively discussed…
Chancery Relies on Promissory Estoppel to Resolve LLC Ownership Dispute
By Francis Pileggi on
Posted in Court of Chancery Updates
Sean Brennecke, a partner in the Delaware office of Lewis Brisbois Bisgaard & Smith, prepared this post.
In a limited post-trial opinion, Vice Chancellor Glasscock relied on the doctrine of promissory estoppel to hold that a person had an ownership in a Delaware LLC despite not being identified as an owner in an LLC’s formation…
Chancery Rejects Musk’s Reasons to Revise Ruling on Tesla Pay Plan
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
The Delaware Court of Chancery recently declined to revise its January post-trial decision that the Tesla Inc. directors’ more than $55 billion pay package for CEO Elon Musk was a breach of duty that must…
Supreme Court Affirms Court of Chancery’s Findings of Breach of Revlon Duties and Breach of Duty of Disclosure
By Francis Pileggi on
Posted in Delaware Supreme Court Updates
Aimee Czachorowski, an attorney in the Delaware office of Lewis Brisbois, prepared this post.
The Delaware Supreme Court, in In re Mindbody, Inc. Stockholder Litigation, C.A. No. 2019-0442 (Del. Supr. Dec. 2, 2024), affirmed the Court of Chancery’s finding that Mindbody’s founder and CEO had breached fiduciary duties in connection with actions he took…