A recent Order from the Delaware Court of Chancery granted a motion to dismiss claims against a law firm for breach of fiduciary duty. In connection with its decision, the court provided noteworthy clarification and guidance about the scope of representation of corporate counsel. In Hecate Holdings LLC v. Repsol Renewables North America, Inc.
francis g.x. pileggi
Chancery Strikes Affirmative Defense of Fraudulent Inducement
By Francis Pileggi on
Posted in Court of Chancery Updates
A recent decision from the Delaware Court of Chancery is a gem of a pithy ruling that is chock-full of practical principles. The elements of a claim for fraud, which is the same in Delaware as fraudulent inducement, may be basic, but this letter ruling provides a useful restatement of the law.
In iSense, LLC …
Chancery Finds Waiver of Privilege Despite Inadvertent Disclosure
By Francis Pileggi on
Posted in Court of Chancery Updates
In a recent letter ruling in an LLC books and records action, the Court of Chancery, in a Magistrate’s letter ruling, found that privilege was waived despite the inadvertent disclosure of those privileged communications. Straub v. Persolve, LLC, C.A. No. 2025-0636-DH (Del. Ch. Oct. 8, 2025).
The reasoning for the result was intertwined with…
Chancery Explains Required Notice in Summary Proceeding to Determine LLC Managers
By Francis Pileggi on
Posted in Court of Chancery Updates
The Court of Chancery recently explained who must receive notice in order to satisfy the requirements of 6 Del. C. § 18-110, which provides a summary procedure for LLCs, similar to § 225 for corporations, to determine the proper manager of an LLC. In HREF Senior Worthington LLC v. Conroe WN LLC, C.A.
Insights Into This Blog’s Author
By Francis Pileggi on
Posted in Commentary
Recent developments in AI allow for summaries of court decisions without the need, in theory, for much human input. So, what is the usefulness of blogs by lawyers (such as this one–now in its 20th year) that cover a particular legal topic if AI can do so much of the work? The answer is: insights…
Chancery Stings with Finding of Breach of the Fiduciary Duty of Candor—A Cautionary Tale
By Francis Pileggi on
Posted in Court of Chancery Updates
A recent Delaware Court of Chancery decision is noteworthy for its deep dive into the doctrinal underpinnings of the various aspects of fiduciary duties, as well as the difference between the standard of conduct and the standard of review. But my favorite part of the opinion is its discussion of the nuances of duty of…
Chancery Assesses Damages for Unfair Valuation
By Francis Pileggi on
Posted in Court of Chancery Updates
A recent Delaware Court of Chancery decision is a treasure trove of fundamental principles applicable to corporate litigation. In Ban v. Manheim, C.A. No.2022-0768-JTL (Del. Ch. May 19, 2025), the 60-plus page post-trial opinion applies an exemplary legal analysis to a complex web of entities controlled by one person, to explain why the valuation…
Chancery Allows SJ Motion on Director Independence Issue
By Francis Pileggi on
Posted in Court of Chancery Updates
A recent Delaware Court of Chancery decision might carry more impact than its short length might otherwise suggest. In the matter styled In Re Fox Corporation Derivative Litigation, C.A. No. 2023-0419-BWD (Del. Ch. April 28, 2025), the court determined that the defendants could engage in limited discovery in order to file a motion for summary…
Deposition Stricken from Court Docket; Not Properly Lodged with Confidential Treatment
By Francis Pileggi on
Posted in Court of Chancery Updates
Delaware Court of Chancery Rule 5.1 defines the requirements for court filings to receive confidential treatment, contrary to the presumption that all court filings should be made available to the public. (The former terminology “under seal” is no longer used in the current version of the rule.) A recent Chancery decision addressed the filing of…
Resources for Judicial Ethics Research
By Francis Pileggi on
Posted in Selected Articles by Francis
For the last 24 years or so I have written an ethics column for The Bencher, the flagship publication of The American Inns of Court. My current column is entitled: Resources for Judicial Ethics Research.
Most readers will not have a frequent need for the research sources that I have compiled on this topic, but…