Corporate

Recent Posts

Delaware Court of Chancery Addresses Dilution Claims
Posted on 21 Jul 2015 by Doug Esten

Capella Holding, Inc. v. Anderson, C.A. No. 9809-VCN (Del. Ch. July 8, 2015), is a Delaware Court of Chancery decision that addresses recurring corporate litigation issues that make it a useful addition to the litigator’s toolbox (even as a duplicate... Read More

Creditor’s Fiduciary Duty Claims Proceed Based on Traditional Insolvency Test
Posted on 8 May 2015 by Francis G.X. Pileggi

Quadrant Structured Products Company, Ltd. v. Vertin , C.A. No. 6990-VCL (Del. Ch. May 4, 2015) [ an enhanced version of this opinion is available to lexis.com subscribers ]. This Court of Chancery opinion is destined to be cited as a seminal ruling... Read More

“Dead Hand Proxy Puts” Garner Increased Stockholder Scrutiny In Delaware
Posted on 11 Jun 2015 by Robin Shea

by John Stigi , John Landry and Robin Achen A ruling last fall by the Delaware Chancery Court has prompted a wave of 8 Del. C. § 220 [ an annotated version of this statute is available to lexis.com subscribers ] books and records inspection demands... Read More

Court of Chancery Appeals to U.S. Supreme Court on Constitutionality of Chancery’s Arbitration Rules
Posted on 23 Jan 2014 by Francis G.X. Pileggi

Two federal courts have held that the confidential arbitration procedures provided in the rules of the Court of Chancery are constitutionally infirm. We have previously written on these pages about the decision of the District Court , Delaware Coalition... Read More

Delaware Court of Chancery Appoints Custodian to Break Deadlock of Profitable Corporation
Posted on 28 Aug 2015 by Francis G.X. Pileggi

In re: Shawe & Elting LLC , C.A. No. 9661-CB (Del. Ch. Aug. 13, 2015) [subscribers can access an enhanced version of this opinion: lexis.com | Lexis Advance ]. There are many important principles of Delaware corporate law addressed in this 104... Read More

Delaware Court of Chancery Addresses Dilution Claims
Posted on 21 Jul 2015 by Francis G.X. Pileggi

Capella Holding, Inc. v. Anderson, C.A. No. 9809-VCN (Del. Ch. July 8, 2015), is a Delaware Court of Chancery decision that addresses recurring corporate litigation issues that make it a useful addition to the litigator’s toolbox (even as a duplicate... Read More

Chancery Grants Petition to Dissolve Deadlocked Corporation
Posted on 11 Feb 2015 by Francis G.X. Pileggi

In The Matter of Bermor, Inc., C.A. No. 8401-VCL (Del. Ch. Feb. 9, 2015). This Delaware Court of Chancery opinion is noteworthy for its pithy analysis of a petition to dissolve a deadlocked corporation pursuant to DGCL Section 273, which is a statutory... Read More

Delaware Court of Chancery Imposes Fees for Bad Faith Litigation Tactics
Posted on 30 Sep 2013 by Francis G.X. Pileggi

ASB Allegiance Real Estate Fund v. Scion Breckenridge Managing Member LLC, C.A. No. 5483-VCL (Del. Ch. Sept. 16, 2013) [ an enhanced version of this opinion is available to lexis.com subscribers ] This Chancery decision, on remand from the Delaware... Read More

Delaware Court of Chancery Strikes Impertinent Portion of Complaint
Posted on 11 Sep 2015 by Francis G.X. Pileggi

In Carlyle Investment L.L.C. v. Moonmouth Company S.A ., C.A. No. 7841-VCP (Del. Ch. Sept. 10, 2015), the Delaware Court of Chancery grants the rare motion to strike a part of the complaint that the court considers scandalous or impertinent pursuant to... Read More

Delaware Court of Chancery Agrees with Fiat on Formula to Buy Chrysler Shares
Posted on 31 Jul 2013 by Francis G.X. Pileggi

Fiat North America, LLC v. UAW Retiree Medical Benefits Trust , C.A. No. 7903-VCP (Del. Ch. July 30, 2013) [ an enhanced version of this opinion is available to lexis.com subscribers ]. Issue Addressed : How to interpret the formula in the call option... Read More

Delaware Court of Chancery Upholds Bylaws with Forum Selection Clause
Posted on 26 Jun 2013 by Francis G.X. Pileggi

Boilermakers Local 154 Retirement Fund v. Chevron Corporation , C.A. No. 7220-CS (Del. Ch. June 25, 2013) [ an enhanced version of this opinion is available to lexis.com subscribers ]. Issue Addressed : Enforceability of bylaws adopted by the Board... Read More

Delaware Court of Chancery Clarifies Requirement for Statutory Indemnification
Posted on 10 Dec 2013 by Francis G.X. Pileggi

Costantini v. Swiss Farms Stores Acquisition LLC , C.A. No. 8613-VCG (Del. Ch. Dec. 5, 2013) [ an enhanced version of this opinion is available to lexis.com subscribers ]. Issue Addressed Whether the agency relationship between the company and a... Read More

Delaware Court of Chancery Examines Nuances of Implied Covenant of Good Faith
Posted on 20 Jun 2014 by Francis G.X. Pileggi

In re: El Paso Pipeline Partners, L.P. Derivative Litigation , C.A. No. 7141-VCL (Del. Ch. June 12, 2014) [ an enhanced version of this opinion is available to lexis.com subscribers ]. Key Issue Addressed : This Delaware Court of Chancery opinion examines... Read More

Chancery Addresses Two Methods for Dissolving Delaware Corporations; No Receiver Appointed 10 Years after Dissolution and No Claims Allowed after 10 Years
Posted on 7 Feb 2013 by Francis G.X. Pileggi

In the Matter of Krafft-Murphy Company, Inc. , C.A. No. 6049-VCP (Del. Ch. Feb. 4, 2013). Issue Addressed This case addresses a question of first impression in Delaware: Whether a receiver should be appointed more than 10-years after the dissolution... Read More

Chancery Arbitration ... Again
Posted on 12 Mar 2015 by Brian JM Quinn

As Lawrence Cunningham noted, tenacity, thy name is Delaware! Along with the recent proposed amendments to the corporate law, the Delaware General Assembly will also consider the new Delaware Rapid Arbitration Act - to replace the Chancery Arbitration... Read More