The Delaware Supreme Court recently reinstated the compensation package that Tesla awarded to Elon Musk and that the Delaware Court of Chancery invalidated in two separate prior rulings, in the matter styled In re Tesla, Inc. Derivative Litigation, Del. Supr., No. 534, 2024 (Dec.19,2025). As one might expect, commentary about this ruling has already
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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 bars derivative suit against officer found liable for harassment by NY court
By Francis Pileggi on
Posted in Court of Chancery Updates
Frank Reynolds, who has been covering Delaware corporate decisions for various national publications for over 40 years, prepared this article.
The Delaware Court of Chancery recently barred Credit Glory Inc.‘s president from bringing breach of fiduciary duty claims against an ex-officer/director of their credit aid company based on the same ‘” abhorrent” sexual harassment conduct…
District of Delaware Addresses Statute that Allows U.S. Courts to Order Discovery in Aid of Foreign Litigation
By Francis Pileggi on
Posted in Other Court Decisions
A recent decision of the U.S. District Court for the District of Delaware addressed a federal statute that allows, under certain circumstances, discovery in a U.S. federal court to aid a lawsuit pending in another country, in the matter styled: In re Application of Vestolit GmbH and Celanese Europe B.V., Misc. No. 24-cv-1401-CFC…
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 Determines Proper Board Membership in the Context of Company Counsel Playing Key Role in Attempted Ouster
By Francis Pileggi on
Posted in Court of Chancery Updates
A recent Delaware Court of Chancery decision is noteworthy for several key principles applied to a set of facts that involve company counsel using corporate machinery and corporate funds to join with a faction of the board to oust a board member. Dalby v. Kastner, C.A. No. 2025-0136-NAC (Del. Ch. Aug. 29, 2025), is…
Chancery Imposes Fees for Lack of Candor Causing Discovery Abuses—A Cautionary Tale
By Francis Pileggi on
Posted in Court of Chancery Updates
A recent Delaware Court of Chancery decision explained why a lack of candor resulted in discovery abuses that justified fee-shifting. In Legent Group, LLC v. Axos Financial, Inc., C.A. No. 2020-0405-KSJM (Del. Ch. Nov. 7, 2025), the court explained the factual basis for its findings that the lack of candor created unnecessary expenses, requiring…
National Law Review’s Delaware Corporate and Commercial Law Monitor, 9th Edition
By Francis Pileggi on
Posted in Commentary, Delaware Supreme Court Updates
My 9th Edition as Editor-in-Chief of the Delaware Corporate and Commercial Law Monitor published by The National Review is now available.
We collect articles from around the country, by practitioners and academics, about the latest developments on the titular topic.
Chancery Addresses Issue of First Impression: Role of Counsel for a Two-Member Deadlocked Board
By Francis Pileggi on
Posted in Court of Chancery Updates
In a recent bench ruling, the Delaware Court of Chancery addressed an issue that it acknowledged had not been squarely decided by the court in a prior published decision: corporate counsel’s role and scope of engagement for a two-member deadlocked board. In Kundrun v. AMCI Group, LLC, C.A. No. 2025-0570-LM-VCL (Del. Ch. Oct. 22…
Chancery Dismisses Complaint Based on False Allegations
By Francis Pileggi on
Posted in Court of Chancery Updates
The Delaware Court of Chancery recently dismissed a complaint based on false allegations verified as true in a complaint, as well as fabricated documents and misrepresentations to the court, in Govette v. Bongiovani, C.A. No. 2019-0139-NAC (Del. Ch. Oct. 15, 2025).
Although this case might involve extreme facts, and enunciates basic principles that might…