Recent Posts

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 subscribers ]. This Court of Chancery opinion is destined to be cited as a seminal ruling... Read More

Default Fiduciary Duties Coming for Delaware LLCs
Posted on 12 Apr 2013 by Brian JM Quinn

There has been a back and forth between the Chancery Court and the Delaware Supreme Court about whether there are default fiduciary duties for LLCs. The Chancery Court takes the position that there are default fiduciary duties, though you may contract... Read More

Delaware Supreme Court Extends Fiduciary Duties to Corporate Officers -- Important Lessons for Nonprofit Corporations
Posted on 13 May 2010 by Jack B. Siegel

In Gantler v. Stephens, Delaware Supreme Court clarified the law, making clear that corporate officers are subject to the same fiduciary duties as directors. Jack Siegel's analysis of this decision provides best practices and lessons corporate officers... Read More

Should Bank Directors’ Fiduciary Duties Be Expanded?
Posted on 14 Aug 2014 by Kevin M. LaCroix

A recurring question is whether bank directors should be held to a more stringent fiduciary duty than are the directors of other kinds of companies. The question has been raised in the current wave of failed bank litigation, as the FDIC has tried to argue... 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

Chancery Addresses Default Fiduciary Duties in LLC and Advancement Issues
Posted on 15 Feb 2013 by Francis G.X. Pileggi

Zimmerman v. Crothall , C.A. No. 6001-VCP (Del. Ch. Jan. 31, 2013) Issue Presented This 74-page opinion addresses the allegations of a minority unitholder in an LLC who asserts claims that the directors breached their fiduciary duties in connection... Read More

Will the Real Owners Please Stand Up?
Posted on 16 Jun 2015 by Robert AG Monks

What is an owner? And, what is an owner of a publicly traded corporation ? It’s clear that they are not the same thing. We don’t own a corporation like we own a car or property. Even individual owners of corporate stock don’t really... Read More

The Fiduciary Duties of Acquiring Directors
Posted on 23 Jun 2010 by Stephen I. Glover

Relatively few cases address the fiduciary duties of an acquiring board. These cases indicate that, absent a conflict of interest, courts will generally apply the deferential standard of the business judgment rule to a board's acquisition decision... Read More

To Whom Are Directors' Duties Owed?
Posted on 2 Jan 2014 by Kevin M. LaCroix

It is generally understood that corporate directors act in a fiduciary role in performing their board duties. But to whom do directors owe their fiduciary duties? That was the question asked in a November 8, 2013 decision from the North Carolina Supreme... Read More

Francis Pileggi and Kevin Brady Discuss the Delaware Court of Chancery’s Recent Rulings in Auriga Capital Corp. v. Gatz Properties
Posted on 9 Mar 2012 by Corporate and Securities Law Community Staff

Francis Pileggi and Kevin Brady of Eckert Seamans discuss several aspects of recent rulings by the Delaware Court of Chancery in Auriga Capital Corp. v. Gatz Properties LLC, C.A. No. 4390-CS (Del. Ch., Jan. 27, 2012). On the Delaware Corporate and Commercial... Read More

Bank Not Liable For Embezzlement, Says NC Business Court
Posted on 30 Jun 2012 by Mack Sperling

Do you have a client who says his associate embezzled a lot of his money? Does he want to sue the Bank that held the funds, claiming that the Bank should have known that misdoings were afoot and blown the whistle? You'd better tell him to think twice... Read More

O Lord Don't Buy The Nanny a Mercedes-Benz
Posted on 25 Feb 2013 by Mack Sperling

The order Wednesday of last week in Patriot Performance Materials, Inc. v. Powell , 2013 NCBC 10 was appropriately timed for the day before Valentine's Day. Powell, the Defendant, had a 50% interest in several businesses with Henderson, one... Read More

Virginia Business Owners Smacked For Paying Themselves Excessive Fees
Posted on 25 Jul 2011 by Lee Berlik

Two owners of a Virginia restaurant breached their fiduciary duty to the corporation they managed by paying themselves exorbitant management fees and by making improper loans and distributions to themselves, a Fairfax County judge has found. "Fiduciary... Read More

It's A First: Fiduciary Duty Claim Sticks Against A Bank
Posted on 10 Oct 2012 by Mack Sperling

For the first time that I am aware of, the Business Court has found a Complaint to sufficiently allege a breach of fiduciary duty claim against a bank, in today's opinion in WNC Holdings, LLC v. Alliance Bank & Trust Co . , 2012 NCBC 50. The... Read More