Tag Archives: francis g.x. pileggi

Delaware Supreme Court Declares Judicial Emergency Due to Coronavirus

By Delaware Supreme Court Order, effective March 16, 2020, Delaware’s high court declared a judicial emergency, following the Governor of Delaware declaring on Friday, March 13, a state of emergency due to the coronavirus, and also on the same day that President Trump proclaimed a National Emergency. The foregoing hyperlink provides the actual Court Order. One … Continue Reading

Delaware Courts’ Response to the Coronavirus

According to the World Health Organization this afternoon, and a televised announcement from the President of the United States this evening, a novel coronavirus (Covid-19) has now been declared to be a worldwide pandemic. Two other examples of how serious this situation is: The President announced a travel ban from most of Europe to the U.S. … Continue Reading

Claims by Long-Term Close Friend Proceed Against Faithless Business Partner

A recent Delaware Court of Chancery opinion discussed the nuances of an unusual personal and business relationship, akin to a “familial intimacy”, that formed the basis for the court to conclude that a fiduciary relationship could be proven at trial.  See Bamford v. Penfold, L.P., C.A. No. 2019-0005-JTL (Del. Ch. Feb. 28, 2020). Short Overview: … Continue Reading

Chancery: AmTrust squeeze-out must face stiff review after failing MFWcontrolling shareholder test

This post was prepared by Frank Reynolds, who has been following Delaware corporate law, and writing about it for various legal publications, for over 30 years. The Delaware Court of Chancery recently ruled that AmTrust, Inc.’s controlling shareholders’ go-private buyout of the insurer must be reviewed under the harsh light of the entire fairness standard … Continue Reading

Anthology of Blurbs About Recent Delaware Corporate and Commercial Decisions

In a departure from the manner in which most cases have been highlighted on these pages, this post includes a collection of short blurbs about recent Delaware corporate and commercial decisions, identifying the key issues addressed, with a link to the whole opinion. This experimental approach to highlighting recent decisions was prompted by a combination … Continue Reading

Candor to the Court

In my recent ethics column for The Bencher, the publication of the American Inn of Courts (that I have been writing for over 20 years), I discuss the duty of candor to the court that lawyers have, and how that interfaces with the duty of confidentiality owed to clients.… Continue Reading

Motion to Disqualify Granted Under Rule 1.9

A recent decision of the Delaware Superior Court featured an unusual ruling in Delaware: A motion to disqualify counsel was granted based on a conflict of interest under Rule of Professional Conduct 1.9, relating to prior representation of a client. Why the Decision is Notable: Although the facts in the 21-page decision styled Sun Life … Continue Reading

Delaware Supreme Court won’t restart Uber investor suit over self-driving car company deal

This post was prepared by Frank Reynolds, who has been following Delaware corporate law, and writing about it for various legal publications, for over 30 years. The Delaware Supreme Court has affirmed the dismissal of a shareholder’s suit against Uber Technologies Inc.’s directors who approved their CEO’s “flawed” purchase of a self-driving car developer run … Continue Reading

15th Annual Review of Key Delaware Corporate and Commercial Decisions

The following article is reprinted with permission from the Jan. 15, 2020 edition of “The Delaware Business Court Insider”, (c) 2020 ALM Media Properties, LLC. All rights reserved. By: Francis G.X. Pileggi and Chauna A. Abner This is the 15th year that Francis Pileggi and various co-authors have created an annual list of important corporate … Continue Reading

Investors can’t support claim they were short-changed when directors changed merger partners

This post was prepared by Frank Reynolds, who has been following Delaware corporate law, and writing about it for various legal publications, for over 30 years. The Court of Chancery has tossed out a shareholder class action that accused Essendant Inc.’s directors and CEO of disloyally jilting merger mate Genuine Parts Co. in favor of … Continue Reading

Signature Alone Not Always Sufficient Evidence of Binding Contract

In a recent article appearing in The Delaware Business Court Insider, co-authored with my colleague Chauna Abner, we discussed a recent Delaware Chancery decision that found a fully-executed agreement, based on extrinsic evidence, was not intended by both parties to be a binding contract. This, of course, is somewhat counterintuitive, but provides a helpful cautionary … Continue Reading

Chancery Discusses Revlon in Context of Granting Option to Sell Company

The Delaware Court of Chancery addressed a bevy of basic corporate litigation principles in the context of claims challenging the actions of directors, and determining which standards of review apply, and which procedural prerequisites need to be satisfied. In Carr v. New Enterprise Associates, Inc., C.A. No. 2017-0381-AGB (Del. Ch. Mar. 26, 2018), claims for … Continue Reading

Delaware Fiduciary Duty of Disclosure Explained by Chancery

In re Wayport, Inc. Litigation, Cons., C.A. No. 4167-VCL (Del. Ch. May 1, 2013). Issues Addressed: Among the several issues addressed in this case, the most noteworthy is a fulsome discussion and restatement of the fiduciary duty of disclosure that directors and majority shareholders owe to other existing shareholders from whom they are purchasing or selling … Continue Reading

Chancery Enforces Non-Competition Agreement

Simplexity, LLC v. Zeinfeld, C.A. No. 8171-VCG (Del. Ch. April 5, 2013) (Redacted Version) Issue Addressed:  This case involves a dispute between two companies over the hiring of the former CEO of Simplexity, Andrew Zeinfeld.  (The publication of this opinion was delayed while confidential data was redacted.) Short Overview Simplexity contends that Zeinfeld’s employment with … Continue Reading

Chancery Addresses Default Fiduciary Duties in LLC and Advancement Issues

Zimmerman v. Crothall, C.A. No. 6001-VCP (Del. Ch. Jan. 31, 2013) Issue Presented  This 74-page opinion addresses the allegations of a minority unitholder in an LLC who asserts claims that the directors breached their fiduciary duties in connection with several financing transactions. Brief Overview  Zimmerman claimed that the challenged transactions should be analyzed under the … Continue Reading

Delaware Court of Chancery Publishes Guidelines for Practitioners and Litigants

The Court of Chancery hosted a seminar for practitioners on December 7, 2012 in Wilmington, in order to explain its recently promulgated Practice Guidelines as well as recent amendments to the rules governing confidentiality and electronic discovery. The materials discussed and distributed are “must reading” for both lawyers practicing in the Court and those out-of-state counsel … Continue Reading

Court Grants in Part and Denies in Part Requests for Books and Records Regarding Valuation and Breach of Fiduciary Duty

Rock Solid Gelt Ltd. v. The SmartPill Corp., C.A. No. 7100-VCN (Del. Ch. Oct. 10, 2012). Issue Presented: Whether a request for books and records was overly broad in connection with information sought to value one’s interests in a closely held company. Short Answer:Yes. Background This case involved an investment by Rock Solid in The SmartPill Corporation.  Its … Continue Reading

Delaware Supreme Court Affirms Ruling on Redemption of Preferred Shares

SV Investment Partners, LLC v. ThoughtWorks, Inc., No. 107, 2011 (Del. Supr., Nov. 15, 2011), read Delaware Supreme Court opinion here. Issue Addressed Whether SV Investments failed to carry its burden of proof that “legally available funds” were available to redeem its preferred shares. Short Answer The judgment of the Court of Chancery determining that … Continue Reading

Shannon Pratt’s Valuation Handbook for Lawyers, latest edition

Shannon Pratt has written several treatises on valuation of businesses. His scholarship has been cited by many courts, including the Delaware Court of Chancery. The newest edition of his "Lawyer’s Business Valuation Handbook" is now available via Amazon.com here. Dr. Pratt asked  me to write a Foreword to the newest edition of this reference book. A … Continue Reading
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