Tag Archives: francis g.x. pileggi

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


Courtesy of The Hon. E. Norman Veasey, former Chief Justice of the Delaware Supreme Court, here is an article that was recently published in the Wilmington News Journal on the topic of federalism and corporate law, especially as it relates to the ongoing debate and "tug-of-war" between Delaware preeminence in regulating the internal affairs of … Continue Reading