Several recent articles by corporate law scholars and a jurist (who also deserves that title) are worth highlighting. Professor Stephen Bainbridge, often cited in Delaware court decisions and a friend of this blog, and Vice Chancellor Travis Laster, have authored recent articles that should be of interest to those who follow Delaware corporate law.
francis g.x. pileggi
Ethical Preparation of a Witness
By Francis Pileggi on
Posted in Selected Articles by Francis
I discuss a recent ABA Formal Ethics Opinion, and other authorities, that address the titular topic, in my latest ethics column for The Bencher, the national publication of The American Inns of Court, which I have been for publishing for the last 25 years.
Chancery Allows Claims for Refusal to Enable Exercise of Options
By Francis Pileggi on
Posted in Chancery Court Updates
A recent Court of Chancery decision allowed claims to proceed for the refusal to enable the seller of a business to exercise options in the new company. In Osios LLC v. Tiptree, Inc., C.A. No. 2023-0589-NAC (Del. Ch. June 12, 2024), the court described a factual background in which the buyers of a…
Claims for Impeding Milestones After Sale of Company Allowed to Proceed
By Francis Pileggi on
Posted in Chancery Court Updates
In a common fact pattern involving allegations that the buyer of a company intentionally derailed the attainment of milestones that would trigger additional payments, the Court of Chancery allowed several claims to survive a motion to dismiss. Trifecta Multi-Media Holdings, Inc. v. WCG Clinical Services LLC, C.A. No. 2023-0699-JTL (Del. Ch. June 10, 2024).
Prosecutorial (Lack of) Discretion
By Francis Pileggi on
Posted in Selected Articles by Francis
I have written an ethics column over the last quarter of a century for the flagship publication of the American Inns of Court. About 7 years ago I wrote about prosecutorial discretion, and the lack thereof, in connection with a California travesty of a prosecution. I thought it was useful to “dust it off”.
Did Delaware Supreme Court Merge the Blasius and Unocal Standards in Recent Decision of Coster v. UIP Cos., Inc.
By Francis Pileggi on
Posted in Delaware Supreme Court Updates
This blog’s favorite preeminent corporate law scholar provides learned commentary on the titular topic on his eponymous blog ProfessorBainbridge.com with citations to his prior scholarship and insights by other leading corporate law professors. They do a deep dive into the implications of Coster v. UIP Cos., Inc., Del. Supr., No. 163, 2022 (June 28…
Chancery Appoints Custodian to Assist with Dissolution of Corporation
By Francis Pileggi on
Posted in Chancery Court Updates
The Court of Chancery exercised its discretion to appoint a guardian ad litem to assist the court in determining the appropriate amount to reserve as security for unknown liabilities in connection with dissolving a corporation pursuant to the optional court-supervised procedure contemplated by DGCL Sections 280 and 281(a). In the matter styled In Re Riviera …
Culture Wars Come to Delaware Courts
By Francis Pileggi on
Posted in Chancery Court Updates
The title of this blog post is a paraphrase from a description in a recent article by Reuters about a case in the Delaware Court of Chancery against The Walt Disney Company, based on Section 220 of the Delaware General Corporation Law, that went to trial this past Wednesday. As of this writing, on Sunday…
Recent Chancery Decision Clarifies Basis for Judicial Dissolution of LLC
By Francis Pileggi on
Posted in Chancery Court Updates
A recent decision of the Delaware Court of Chancery is noteworthy for clarifying the less-than-clear case law regarding what specific factual allegations in support of a petition for judicial dissolution of an LLC would survive a motion to dismiss. In the case styled: In re: Dissolution of T&S Hardwoods KD, LLC, C.A. No. 2023-0782-MTZ…
Our Annual Review of Key Delaware Corporate and Commercial Decisions: Praised by Prof. Bainbridge
By Francis Pileggi on
Posted in Annual Review of Key Delaware Cases
Professor Stephen Bainbridge, a nationally-prominent corporate law professor whose voluminous scholarship is often cited in Delaware corporate law decisions, and who often provides scholarly insights on his eponymous blog, was kind enough to share our annual review of key Delaware corporate decisions via Twitter (now X) with the following high praise, while referring to a…