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
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Vice Chancellor Pens Law Review Article on Delaware Corporate Law
By Francis Pileggi on
Posted in Commentary
A law review article authored by a Vice Chancellor of the Delaware Court of Chancery that chronicles nine eras of Delaware court decisions on Delaware corporate law, from the State’s founding in 1776 through the present, is featured on the Harvard Law School Corporate Governance blog (where yours truly has published several articles over the…
Supreme Court Addresses Fraudulent Concealment and Indemnification in Post-Closing Dispute
By Francis Pileggi on
Posted in Delaware Supreme Court Updates
The Delaware Supreme Court provides useful clarification regarding when a fraudulent concealment claim tolls the statute of limitations for indemnification claims, in LGM Holdings, LLC v. Gideon Schurder, et al., Del. Supr., No. 314, 2024 (April 22, 2025).
Background
In this post-closing dispute involving claims of intentional breach of representations and warranties in…
Recent Ethics Column on Spoliation of Evidence
By Francis Pileggi on
For my most recent ethics column for The Bencher, now in its 25th year, I highlighted a recent Delaware Court of Chancery decision on the duty of anyone involved in potential or pending litigation to preserve relevant evidence, including electronic data such as emails and text messages, in order to avoid penalties for spoliation.
More Scholarship on SB 21
By Francis Pileggi on
Posted in Commentary
The fusillade of learned commentary on recent developments in Delaware corporate law, known colloquially as SB 21, continues apace. The Delaware Legislature passed legislation in March that statutorily defines controlling shareholder and director independence, via an amendment to DGCL Section 144. It also imposes additional prerequisites in order for a shareholder to demand corporate books…
Chancery Denies Motion to Strike Part of Pleading
By Francis Pileggi on
Posted in Court of Chancery Updates
A recent Delaware Chancery decision is notably for its pithy resolution regarding a rarely used but important procedural rule that, in theory, has wide application. In ZAGG v. Keogh, C.A. No. 2023-1275-KSJM (Del. Ch. May 8, 2025), the court denied a motion to strike portions of a pleading based on Rule 12(f) which provides…
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…
Third Edition of National Law Review’s Delaware Corporate and Commercial Law Monitor
By Francis Pileggi on
Posted in Commentary
Recently I was asked to be the Editor-in-Chief of the National Law Review‘s new publication called Delaware Corporate and Commercial Law Monitor. (This role will be in addition to my full-time practice and maintaining this blog, as well as upholding my rich family life and participation in various religious, cultural, professional and community…
Chancery Rejects ‘Controlling Mindset’ for Demand Futility Argument
By Francis Pileggi on
Posted in Court of Chancery Updates
In a recent Chancery decision involving challenges to executive compensation, Eckert v. Hightower, C.A. No. 2024-0569-MTZ (Del. Ch. March 24, 2025), the court reiterates the basic standards that determine if allegations can survive a motion to dismiss when the charter includes an exculpatory clause which requires that a majority of directors have demonstrated a…
Chancery Recites Fundamental Case Management Principles
By Francis Pileggi on
Posted in Court of Chancery Updates
For those litigators who toil in the vineyards of pre-trial disputes over case management, and positioning issues for trial, a recent Chancery ruling is a useful tool that deserves a place in the litigator’s toolbox. The letter ruling captioned as In re Northwest Biotherapeutics, Inc. Stockholder Litigation, Cons. C.A. No. 2022-0193-JTL (Del. Ch.