Highlights & Analysis of Key Decisions from Delaware's Supreme Court & Court of Chancery
Prior blog posts over the last 19-plus years on these pages have addressed the difficulty of succeeding on a motion to disqualify counsel. The recent Delaware Court of Chancery decision in Brex Inc. v. Su, C.A. No. 2022-0758-MTZ (Del. Ch. May 22, 2024), is no exception.
This ruling explains why disqualification of counsel was…
I often defer to the professoriate for scholarly reviews of lengthy Chancery decisions. Professor Ann Lipton provides a review of the Caremark analysis in a recent 100-plus page Chancery decision that discussed a conflicted controller transaction with a problematic special committee. The case is Firefighters’ Pension System v. Foundation Building Materials, C.A. No. 2022-0466-JTL…
The recent Delaware Court of Chancery decision styled In re Columbia Pipeline Group, Inc. Merger Litigation, Cons. C.A. No. 2018-0484-JTL (Del. Ch. May 15, 2024), provides a mini-treatise on the titular topic, and a scholarly deep dive that includes a tour of nearly 40 years of Delaware corporate law on the tension between the contractual…
A recent Delaware Court of Chancery decision addressed many Delaware legal precepts of importance in connection with claims by members in a web of related alternative entities, that have broad application for those involved in commercial and business litigation.
In the case styled Kuramo Capital Management, LLC v. Seruma, C.A. No. 2021-0323-KSJM (Del. Ch.
The Court of Chancery recently explained in the case styled In Re Harris FRC Corporation Merger and Appraisal Litigation, No. 2019-0736-JTL (Del. Ch. Feb. 19, 2024), the difference between the attorney/client privilege and a lawyer’s duty of confidentiality under Rule of Professional Conduct 1.6.
The titular topic was the subject of my latest…
…Under the standard Delaware formulation, directors owe fiduciary duties to the corporation
In a recent magnum opus, the Delaware Court of Chancery in the matter of West Palm Beach Firefighters Pension Fund v. Moelis & Co., C.A. No. 2023-0339-JTL (Del. Ch. Feb. 23. 2024), addressed the tension between DGCL Section 141(a), which provides that directors manage the business and affairs of the corporation unless otherwise provided…
In the context of explaining why certain challenges to a stockholders’ agreement were not barred by laches and were otherwise timely, the Delaware Court of Chancery recently recited several enduring fundamental principles of Delaware corporate law and corporate governance in the gem of a decision styled: West Palm Beach Firefighters’ Pension Fund v. Moelis & …
Andrew Ralli of the Delaware office of Lewis Brisbois prepared this post.
The Court of Chancery recently granted a motion to strike portions of a complaint derived from privileged or confidential board-level communications in Icahn Partners LP, et al. v. Francis deSouza, et al., C.A. No. 2023-1045-PAF (Del. Ch. Jan. 16, 2024).
Background
Illumina…
By: Francis G.X. Pileggi, Sean M. Brennecke, Aimee M. Czachorowski, Rolando A. Diaz, Andrew A. Ralli, Andrew J. Czerkawski, Katherine R. Welch, and Fanta M. Toure
Reprinted courtesy of The Delaware Business Court Insider, ALM Media Properties, LLC, which published this on January 3, 2024.
This is the 19th year that Francis Pileggi has…