Recent Posts

A Q&A with Mark Lebovitch of Bernstein Litowitz: A Plaintiffs’ Counsel’s Perspective on the Fee-Shifting Bylaw Debate
Posted on 10 Apr 2015 by Kevin M. LaCroix

One of the more significant recent developments in the corporate and securities litigation arena has been the emergence of the debate over fee-shifting bylaws following the Delaware Supreme Court’s May 2014 decision in ATP Tour, Inc. v. Deutscher... 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 Supreme Court Addresses Standard of Review for Board’s Consideration of Stockholder Demand
Posted on 28 Sep 2015 by Francis G.X. Pileggi

The Delaware Supreme Court’s opinion in Espinoza v. Dimon, et al ., No. 425, 2015 (Del. Sept. 15, 2015), addressed a certified question of corporate law from the United States Court of Appeals for the Second Circuit [subscribers can access an enhanced... Read More

One for the Lawyers: Forward Split in Delaware Requires Shareholder Approval
Posted on 6 Apr 2011 by David N. Feldman

For those of you working with shells or other clients incorporated in Delaware, the most popular state to incorporate (over half the Fortune 500 are there), an uncertainty has been resolved. If one reads the Delaware General Corporation Law trying... Read More

Delaware Corporate Law and the New Litigation Against Berkshire Hathaway, Warren Buffett, et al.
Posted on 21 Apr 2011 by Francis G.X. Pileggi

Kirby v. Sokol, et al., Del. Ch. No. 6392, is the caption of a lawsuit filed earlier this week in the Delaware Court of Chancery which arises out of the recent resignation of the heir apparent to the Oracle of Omaha, Warren Buffett, based on widely... 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

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 Corporate Law Article Translated into Chinese
Posted on 5 May 2011 by Francis G.X. Pileggi

This is a post about the international interest in Delaware corporate law and the global impact of Delaware corporate law. (Parenthetically, after six years of blogging at my former firm, this is my first post on this blog as the head of the Wilmington... Read More

Judge Posner on Delaware Corporate Law
Posted on 30 Mar 2011 by Francis G.X. Pileggi

In CDX Liquidating Trust v. Venrock Associates, No.10-1953 (7th Cir. March 29, 2011), Judge Richard Posner, a reknowned member of the U.S. Court of Appeals for the 7th Circuit , writes a decision for that Court which analyzes an applies the following... 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

Status Quo Bias And Lawyer Choices Re Incorporation
Posted on 31 Oct 2011 by Brian JM Quinn

Carney and Shepard have a new paper, Lawyers, Ignorance, and the Dominance of Delaware Corporate Law , which seems intuitively correct. One reason why Delaware has been able to maitain its preeminent position with respect to the corporate law is that... Read More

Successor Corporation Not Bound by Agreement of Former Parent Entity
Posted on 14 Apr 2015 by Francis G.X. Pileggi

Miramar Police Officers’ Retirement Plan v. Murdoch , C.A. No. 9860-CB (Del. Ch., Apr. 7, 2015) [ an enhanced version of this opinion is available to subscribers ]. This Delaware Court of Chancery opinion addresses a dispute over whether... Read More

Delaware Court of Chancery Interprets Proper Purpose for DGCL Section 220 Demand
Posted on 26 Feb 2014 by Francis G.X. Pileggi

Caspian Select Credit Master Fund Ltd. v. Key Plastics Corp . , C.A. No. 8624-VCN (Del. Ch. Feb. 24, 2014) [ an enhanced version of this opinion is available to subscribers ]. Practical Insights on Decision : This Chancery opinion is one... Read More

LexisNexis Corporate and Commercial Insights: Francis Pileggi Discusses the Berkshire Hathaway Shareholder Derivative Action and the Taiwan’s Increasing Interest in Delaware Corporate Law
Posted on 10 May 2011 by Corporate and Securities Law Community Staff

On this episode of the LexisNexis Corporate & Commercial Insights, Steve Berstler speaks to Francis G.X. Pileggi, Member-in-Charge, Eckert Seamans Cherin & Mellott, LLC, Wilmington, DE, about the shareholder derivative action against Warren Buffett... Read More

Delaware Supreme Court Trims Independent Directors’ Potential Liabilities in M&A Transactions
Posted on 18 May 2015 by Kevin M. LaCroix

On May 14, 2015, in a landmark ruling with important implications for the potential liabilities of independent directors of companies involved in M&A transactions, the Delaware Supreme Court held that in order to state a claim for damages against... Read More