A short video examines the titular topic in connection with the “leopard paradigm” and the recent proxy proposal by Exxon related to its efforts to change its state of incorporation.
Court of Chancery Invalidates Founder/Executive Chairman’s Unilateral Attempt to Remove the Only Other Members of the Company’s Managing Board
By Francis Pileggi on
Posted in Court of Chancery Updates
By: Chauna A. Abner*
This article first appeared in a recent issue of the Delaware Business Court Insider, and is reproduced here with their kind permission.
The Delaware Court of Chancery recently confirmed that when an LLC’s operating agreement provides that a managing board will manage the company, absent language to the contrary, all…
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 Orders Re-Opening of Nomination Window For Equitable Reasons
By Francis Pileggi on
Posted in Court of Chancery Updates
This article was written by Rae Ra, a corporate litigation associate in the Delaware office of Lewis Brisbois.
In Vejseli v. Duffy, 2025 WL 1452842 (Del. Ch. May 21, 2025), the Court of Chancery held that Ionic’s directors breached their fiduciary duties by adopting a board reduction resolution in the face of a proxy…
Chancery Finds Duty of Disclosure in Proxy Statement Not Breached
By Francis Pileggi on
Posted in Court of Chancery Updates
A recent Delaware Court of Chancery decision provides a concise summary of the fiduciary duty of disclosure in the context of a proxy statement. In Stansell v. Rosensweig, C.A. No. 2023-0180-PAF (Del. Ch., June 12, 2024), the court rejected the claim that the proxy statement should have included a reference to reports that students…
New Delaware Statute Allowing Proxy Access Pursuant to Bylaw Provision
By Francis Pileggi on
Posted in Court of Chancery Updates
Professor Lisa Fairfax on The Conglomerate blog here, provides a helpful overview of the new Delaware statute, here, Section 112, effective August 1, 2009, regarding allowance (not requirement) pursuant to a bylaw provision, of shareholder-nominated candidates for director to be included in proxy statements. The good professor’s entire blog entry follows:
On Friday, Delaware’s governor signed legislation…