Recent Posts

The Influence of Kahn v. M&F Worldwide Corp. in Going-Private Transactions
Posted on 24 Nov 2014 by Brian JM Quinn

In a sign that Delaware's approach to going-private transactions has some legs, an appellate court in NY recently applied the principles of Kahn v. M&F Worldwide Corp. (MFW) to a going private transaction, thereby aligning New York's law in... Read More

Should Nevada Be the New Preferred Forum? (That’s Right, Nevada.)
Posted on 13 Aug 2015 by Kevin M. LaCroix

As I noted in a recent post , when the Wall Street Journal has a front-page article asking the question whether Delaware’s claim as the preferred home jurisdiction for many U.S. corporations continues to be warranted, it might be time to wonder... Read More

Delaware Proposes New Fee-Shifting and Forum Selection Legislation
Posted on 10 Mar 2015 by Francis G.X. Pileggi

Legislation is being proposed to ask the Delaware Legislature to limit the ability of corporations to adopt fee-shifting provisions in their charter and bylaws, but to provide additional support for adopting forum selection clauses in those same corporate... Read More

A Look at the Modern Business Judgment Rule
Posted on 18 Aug 2015 by Kevin M. LaCroix

Under time-honored standards, and as developed over time by Delaware’s court, the business judgment rule is, as is often stated, a “presumption that in making a business decision, the directors of a company have acted on an informed basis... Read More

Delaware Supreme Court Declines Appeal on Maintaining Confidentiality of Pleadings
Posted on 11 Jun 2014 by Francis G.X. Pileggi

Al Jazeera America, LLC v. AT&T Services, Inc ., Del. Supr., No. 600, 2013, appeal dismissed (May 30, 2014). The Delaware Supreme Court in this short Order dismissed a pending interlocutory appeal on the issue of what documents filed with the court... Read More

Do Managers of Delaware LLCs Have the Same Fiduciary Duties as Directors of Delaware Corporations?
Posted on 2 Mar 2012 by Alexander Davie

Recently, the Delaware Court of Chancery issued a ruling on the question of whether a manager (or managing member) of a Delaware limited liability company owes fiduciary duties to the company and its members. The court ruled that it does. As a... Read More

So Why Should Delaware Corporate Law Predominate?
Posted on 10 Aug 2015 by Kevin M. LaCroix

One feature of the U.S. corporate law environment that always strikes outside observers and new initiates as odd is the predominance on the legal landscape of the law of Delaware. The tiny Eastern seaboard state is the second smallest U.S. state by size;... 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 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 Legislature Passes Fee-Shifting Bylaw Prohibition — What Questions Remain?
Posted on 15 Jun 2015 by Kevin M. LaCroix

In a late night session on June 11, 2015, the Delaware House of Representatives overwhelmingly passed S.B. 75, which prohibits Delaware stock corporations from adopting “loser pays” fee-shifting bylaws and which confirms that Delaware corporations... Read More

Francis Pileggi Discusses Recent Delaware Supreme Court Decision Upholding Award of Attorneys’ Fees for Non-Monetary Corporate Benefit
Posted on 11 May 2012 by Francis G.X. Pileggi

In EMAK Worldwide, Inc. v. Kurz, No. 512, 2011 (Del. April 17, 2012), the Delaware Supreme Court considered whether the Court of Chancery properly granted an interim fee award in a shareholders' suit which did not produce an immediate monetary benefit... 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 subscribers ]. Issue Addressed : How to interpret the formula in the call option... Read More

Delaware Supreme Court Affirms Decision to Use Business Judgment Standard of Review in Controlling Stockholder Buyout
Posted on 17 Mar 2014 by Kevin F. Brady

Merger Conditioned Ab Initio on Two Procedural Protections: Majority of Minority Vote and Special Committee Approval Kahn v. M & F Worldwide Corp. , Del. Supr., No. 334, 2013 (March 14, 2014) [ an enhanced version of this opinion is available to... Read More

Delaware Arbitration Makes a Comeback
Posted on 10 Dec 2014 by Brian JM Quinn

News from Delaware is that Delaware's Chancery arbitration procedure is making a comeback, but this time without the Chancery bit. According to DelawareOnline , Chief Justice Strine said: [T]he new arbitration program will not involve state-paid... Read More

Though Delaware Legislature Has Tabled Action, Upcoming Judicial Review of Fee-Shifting Bylaws Seems Likely
Posted on 28 Jul 2014 by Kevin M. LaCroix

The Delaware Supreme Court stirred up quite a bit of controversy earlier this year in the ATP Tours, Inc. v. Deutscher Tennis Bund case when it upheld the facial validity of a fee-shirting by law [an enhanced version of this opinion is available to lexis... Read More