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
Section 225
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…
Chancery Bars Claims Based on “Issue Preclusion” Doctrine
By Francis Pileggi on
Posted in Court of Chancery Updates
TR Investors, LLC v. Genger, C.A. No. 6697-CS (Del. Ch. Feb. 18, 2013).
Issue addressed: Whether the doctrine of “issue preclusion” prevented the relitigation of issues previously decided, and thus supported the grant of a motion for summary judgment. Short answer: Yes.
Short Overview
This 58-page opinion chronicles the long and tortuous…
Chancery Reopens Final Judgment to Allow Motion for Contempt
By Francis Pileggi on
Posted in Court of Chancery Updates
T.R. Investors, LLC v. Genger, C.A. No. 3994-CS (Del. Ch. Nov. 9, 2012).
Issue Addressed: Whether a final judgment in this case should be reopened under Chancery Rule 60(b)(6) in order for the prevailing party to present a motion for contempt due to the lack of compliance with the final order by the…
Chancery Addresses Charitable Nonstock Corporations and De Facto Directors
By Francis Pileggi on
Posted in Court of Chancery Updates
Hockessin Community Center, Inc. v. Swift, C.A. No. 7789-VCL (Del. Ch. Oct. 5, 2012).
This decision is most useful for its treatment of nonstock corporations and de facto directors, although it also features enlightening historical anecdotes about important civil rights struggles in Delaware during the early 1950s.
Delaware does not have a separate statute…
Chancery Allows Challenge to Director Election to Proceed
By Francis Pileggi on
Posted in Court of Chancery Updates
Gentili v. L.O.M. Med. Int’l, Inc., C.A. No. 7600-VCG (Del. Ch. Aug. 17, 2012).
Issue: Whether non-unanimous written consents of shareholders were sufficient to thwart a challenge to the election of directors at an annual meeting?
Short answer: No.
Background:
This is a summary proceeding pursuant to DGCL Section 225 to…
Chancery Dismisses Part of Fiduciary Claim that Sought Removal of Director Based on Inherent Equitable Power of Court
By Francis Pileggi on
Posted in Court of Chancery Updates
Shocking Technologies, Inc. v. Michael, C. A. No. 7164-VCN (Del. Ch. April 10, 2012).
Issue Addressed: Whether the Court of Chancery has the inherent authority to remove a director for breach of fiduciary duty, other than via DGCL Section 225?
Short answer: The issue was not directly decided, but based on the facts of…
Chancery Rules on Motion to Disqualify and Motion to Revoke Pro Hac Vice Admission; Addresses Legal Ethics Violations; Requires Disclosure of Potential Conflicts in Future Pro Hac Vice Motions
By Francis Pileggi on
Posted in Court of Chancery Updates
Manning v. Vellardita, C.A. No. 6812-VCG (Del. Ch. March 28, 2012), is an important decision of the Delaware Court of Chancery on legal ethics as applied to non-Delaware attorneys who appear before the Court pro hac vice.
Issues Addressed: Whether lack of complete candor to the Court in a Motion for Admission Pro…
Noteworthy 2011 Corporate and Commercial Decisions from Delaware’s Supreme Court and Court of Chancery
Noteworthy 2011 Corporate and Commercial Decisions from Delaware’s Supreme Court and Court of Chancery.
By: Francis G.X. Pileggi and Kevin F. Brady.
Introduction
This is the seventh year that we are providing an annual review of key Delaware corporate and commercial decisions. During 2011, we reviewed and summarized approximately 200 decisions from Delaware’s Supreme Court…