A recent Court of Chancery decision determined that the sale of a company initiated by the controller, a private equity fund which was also the largest equity holder in the company, did not run afoul of the business judgment rule. The decision in Manti Holdings, LLC v. The Carlyle Group Inc., C.A. No. 2020-0657-SG
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20th Annual Review of Key Delaware Corporate and Commercial Decisions
By Francis Pileggi on
Posted in Annual Review of Key Delaware Cases
This is the 20th-anniversary edition of Francis Pileggi’s annual list of key corporate and commercial decisions of the Delaware Supreme Court and the Delaware Court of Chancery. This year’s list does not attempt to include all important decisions of those courts that were rendered in 2024, and eschews some of the cases already extensively discussed…
When Does Friendship Require Judicial Recusal
By Francis Pileggi on
Posted in Selected Articles by Francis
The titular topic was the subject of my latest ethics column for The Bencher, the flagship publication of the American Inns of Court. I have been writing the ethics column for over 25 years, during which I have written many articles on the topic of judicial recusal, some of which are linked in this…
Chancellor Provides Practice Tips and Unwritten Scheduling Guidelines
By Francis Pileggi on
Posted in Court of Chancery Updates
Two recent letter decisions provide practice tips from the Chancellor for Chancery practitioners regarding coordinating with non-Delaware lawyers working on Chancery cases, as well as nuances of contacting chambers for scheduling purposes. In the matter styled In re SwervePay Holdings Acquisition, LLC, C.A. No. 2021-0446-KSJM (Del. Ch. Oct. 21, 2024), the court provided instruction…
Indemnification Granted for Successful Books and Records Action
By Francis Pileggi on
Posted in Court of Chancery Updates
Most indemnification cases involve successfully defending claims, but a recent Delaware Court of Chancery decision granted indemnification for the successful pursuit of a books and records action, in Gentile v. GPB Capital Holdings, LLC, C.A. No. 2024-0165-PAF (Del. Ch., Nov. 27, 2024).
This decision is noteworthy because it explains the broader scope of indemnification…
Chancery Addresses Indemnification and Escrow Provisions in Merger Agreement
By Francis Pileggi on
Posted in Court of Chancery Updates
The analysis, in the context of a post-merger dispute, of the nuances of an indemnification provision and whether or not escrow funds should be released was the subject of a recent Delaware Court of Chancery decision in Reddy v. 2nd Chance Treatment Centers, LLC, C.A. NO. 2024-0193-SKR (Del. Ch., Dec. 12, 2024). Sitting by…
Removal of LLC Manager Upheld
By Francis Pileggi on
Posted in Court of Chancery Updates
In an expedited post-trial decision, the Delaware Court of Chancery recently determined who the proper managers were of an LLC, as well as the validity of the removal of a manager, pursuant to the summary proceedings provided for in Section 18-110 of the Delaware Limited Liability Company Act. In St. Peters, L.P. v. Bold On …
Compliance with Delaware Discovery Rules in Commercial Litigation
By Francis Pileggi on
Posted in Commentary
Vice Chancellor J. Travis Laster of the Delaware Court of Chancery and Professor Elise Bernlohr Maizel recently published a law review article entitled Discovery as a Compliance Problem, available at this hyperlink, 50 J. Corp. L. 53 (2024), which should be read by all lawyers involved in commercial litigation in Delaware.
Highlights include…
Corporate Law Scholarship
By Francis Pileggi on
Posted in Commentary
Several recent articles by corporate law scholars and a jurist (who also deserves to be called a scholar) 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…
Chancery Interprets Charter and DGCL to Allow Reincorporation in Nevada with Majority Vote
By Francis Pileggi on
Posted in Court of Chancery Updates
In a masterpiece of contract interpretation and statutory analysis, the Delaware Court of Chancery recently reconciled juxtaposed provisions in the Delaware General Corporation Law and a Certificate of Incorporation to allow a reincorporation of a Delaware company in Nevada with a majority vote—as compared to requiring a supermajority vote. Gunderson v. The Trade Desk, Inc…