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
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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…
Symposium at Weinberg Center for Corporate Governance
By Francis Pileggi on
Posted in Commentary
I’m attending today a symposium hosted by the above center at the University of Delaware, organized by the center’s head, Prof. Larry Cunningham. The title is: “Boardroom Legacy: Weinbergs of Goldman Sachs & The Evolution of Courtroom Governance”.
The impetus of the convocation is the 1948 Princeton senior paper of John Weinberg, that has never…
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.
Chancery Interprets Delaware Rapid Arbitration Act
By Francis Pileggi on
Posted in Court of Chancery Updates
A recent Delaware Court of Chancery decision interpreted the Delaware Rapid Arbitration Act (“DRAA”), about which there is a relative paucity of published opinions. See OBI Pharma, Inc. v. Biosion, Inc., C.A. No. 2025-0965-KSJM (Del. Ch. Sept. 26, 2025).
This short letter ruling addressed an issue regarding the appointment of a panel of…
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…
8th Edition of The National Law Review’s Delaware Corporate and Commercial Law Monitor
By Francis Pileggi on
Posted in Commentary
My 8th 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.
Vice Chancellor Expresses Concern Over Reduced Civility in Delaware Bar
By Francis Pileggi on
Posted in Court of Chancery Updates
In a postscript to a recent ruling from the bench, a vice chancellor of the Court of Chancery made a thoughtful observation about her concerns regarding an apparent change in the tradition of civility among members of the Delaware Bar. In a Law.com article that discussed the observation, yours truly was quoted.
An overview of…
Chancery Rejects Relevance of Personal Data About CEO
By Francis Pileggi on
Posted in Court of Chancery Updates
A recent Delaware Court of Chancery ruling addressed the scope of discovery in connection with a dispute about a failed merger to the extent that “deeply personal” and embarrassing information about a CEO was sought, purportedly in connection with the role the CEO played in the alleged failure of his company to use contractually mandated…
Chancery Determines Proper Board Membership in § 225 Action
By Francis Pileggi on
Posted in Court of Chancery Updates
The Delaware Court of Chancery recently determined the proper composition of a board in a proceeding under DGCL § 225 styled as Rainbow Mountain Inc. v. Begeman, C.A. No. 2018-0403-PAF (Del. Ch. August 25, 2025).
This case involved a dispute among 5 siblings and their extended family over the management and ownership of Virginia…