As the Editor-in-Chief of the National Law Review‘s publication called the Delaware Corporate and Commercial Law Monitor, I’m pleased to share the Fifth Edition that has now been published. (My role for this relatively new publication will be in addition to my full-time practice and maintaining this blog–now in it’s 20th
Section 144
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…
Big Change to Delaware Corporate Statute
By Francis Pileggi on
Posted in Commentary
The Delaware Governor signed legislation last night that makes big changes to Delaware corporate law. The new law amended the corporate statute to create a definition for “controlling shareholder” and “disinterested director” as well as adding new prerequisites before a shareholder can demand corporate records. As the editor of The National Law Review’s Delaware Corporate …
Criteria for Judicial Recusal
By Francis Pileggi on
Posted in Selected Articles by Francis
This short overview provides the basic criteria to be considered when an issue is presented about judicial recusal…
Continue Reading Criteria for Judicial Recusal
Mid-Year Review of Key Delaware Corporate and Commercial Decisions
Over the last 14 years that I have published this blog, I have compiled an annual review with a list of key Delaware corporate and commercial decisions that have widespread utility to practitioners, especially those court decisions that are not widely covered by other legal publications or the mainstream press. On a few occasions, I…
Chancery Addresses Default Fiduciary Duties in LLC and Advancement Issues
By Francis Pileggi on
Posted in Court of Chancery Updates
Zimmerman v. Crothall, C.A. No. 6001-VCP (Del. Ch. Jan. 31, 2013)
Issue Presented
This 74-page opinion addresses the allegations of a minority unitholder in an LLC who asserts claims that the directors breached their fiduciary duties in connection with several financing transactions.
Brief Overview
Zimmerman claimed that the challenged transactions should be analyzed under…
Chancery Applies DGCL Section 144 to LLCs by Analogy
By Francis Pileggi on
Posted in Court of Chancery Updates
Feeley v. NHAOCG, LLC, C.A. No. 7304-VCL (Del. Ch. Oct. 12, 2012).
What this case is about: This Delaware Court of Chancery opinion addresses a dispute regarding management and control of an LLC based on an interpretation of the LLC agreement.
Why it is noteworthy: This pithy decision also addresses whether the vote…