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
Section 225
“Bait-and-Switch” Board Meeting Notice Renders Officer Removals Improper
By Francis Pileggi on
Posted in Court of Chancery Updates
This article was prepared by Keith Walter, a partner in the Delaware office of Lewis Brisbois.
In Ghatty v. Mudili, C.A. No. 2025-0615-LLW (Del. Ch. Oct. 21, 2025), the Court of Chancery addressed a § 225 dispute over the removal of two corporate directors of a private Delaware corporation. The plaintiffs—three directors constituting a…
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 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…
Delaware Supreme Court Emphasizes the Limited Scope of Section 225 Cases
By Francis Pileggi on
Posted in Delaware Supreme Court Updates
The Delaware Supreme Court recently affirmed a Chancery decision that was highlighted on these pages, which described the limited scope of a summary proceeding under DGCL Section 225 to determine who properly holds a corporate office.
In Barby v. Young, No. 391-2023 Order (Del. June 11, 2024), the high court described that among…
Chancery Determines in Section 225 Action: Board Members Properly Removed
By Francis Pileggi on
Posted in Court of Chancery Updates
In a targeted proceeding pursuant to Section 225 of the DGCL with the limited purpose of determining whether members of the board of directors were properly removed, the Delaware Court of Chancery determined that the plaintiff did not establish its burden of proof to challenge the removal of board members. In Barbey v. Cerego, Inc…
16th Annual Review of Key Delaware Corporate and Commercial Decisions
16th Annual Review of Key Delaware Corporate and Commercial Decisions
By: Francis G.X. Pileggi and Chauna A. Abner
This is the 16th year that Francis Pileggi has published an annual list of key corporate and commercial decisions of the Delaware Supreme Court and the Delaware Court of Chancery. This list does not attempt to include…
Chancery Addresses Section 225 and Section 228 Issues
By Francis Pileggi on
Posted in Court of Chancery Updates
A recent Delaware Court of Chancery decision provides noteworthy rulings on the limited scope of a Section 225 summary proceeding regarding the proper composition of the board of directors, as well as the notice requirements for a written consent in lieu of a stockholders’ meeting pursuant to Section 228 of the Delaware General Corporation Law…
Chancery Determines Proper Board Members in Section 225 Action
By Francis Pileggi on
Posted in Court of Chancery Updates
The Delaware Court of Chancery in Kerbawy v. McDonnell, C.A. No. 10769-VCP (Del. Ch. Aug. 18, 2015), addresses whether written consents of stockholders were effective in replacing the board members of the company involved. The case features the interplay between DGCL § 225 and § 228 in this corporate litigation over control of the…
Chancery Addresses Disclosure Obligations in Connection with Directors’ Elections
By Francis Pileggi on
Posted in Court of Chancery Updates
Red Oak Fund, L.P. v. Digirad Corp., C.A. No. 8559-VCN (Del. Ch. Aug. 5, 2013).
Issue Addressed: In the context of a challenge to the election of directors, the Court of Chancery considered claims that the disclosure obligations of the directors were breached.
Short overview: This short letter opinion in the context…