Corporate

Recent Posts

Delaware Supreme Court Affirms Liability of SIGA Technologies to PharmAthene Based on Failure to Negotiate in Good Faith
Posted on 30 May 2013 by Francis G.X. Pileggi

SIGA Technologies, Inc. v. PharmAthene, Inc. , Del. Supr., No. 314, 2012 (May 24, 2013) [ an enhanced version of this opinion is available to lexis.com subscribers ]. This Delaware Supreme Court decision was the subject of a BloombergBusinessweek... 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

Delaware Supreme Court’s Latest Iteration of Implied Covenant of Good Faith and Fair Dealing
Posted on 24 Mar 2015 by Francis G.X. Pileggi

Nationwide Emerging Managers, LLC v. Northpointe Holdings, LLC, No. 441, 2014 (Del. Supr., Mar. 18, 2015) [ an enhanced version of this opinion is available to lexis.com subscribers ]. This Delaware Supreme Court opinion is notable for at least the... Read More

Delaware Supreme Court Addresses Direct v. Derivative Claim in Contractual Context
Posted on 1 Jul 2015 by Francis G.X. Pileggi

NAF Holdings, LLC v. Li & Fung (Trading) Limited , Del. Supr., No. 641, 2014 (Del. June 24, 2015) [ an enhanced version of this opinion is available to lexis.com subscribers ] [ Lexis Advance version ]. This Delaware Supreme Court decision held... Read More

Delaware Court of Chancery Enforces Covenant Not to Compete
Posted on 17 Nov 2015 by Francis G.X. Pileggi

The Chancery opinion in Revolution Retail Systems, LLC v. Sentinel Technologies, Inc. , C.A. No. 10605-VCP (Del. Ch. Oct. 30, 2015), discusses many issues in connection with the breach of contract for the sale of a business [subscribers can access an... 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 lexis.com subscribers ]. This Delaware Court of Chancery opinion addresses a dispute over whether... Read More

Non-Signatory LLC Members Bound by Operating Agreement
Posted on 26 Sep 2014 by Francis G.X. Pileggi

Seaport Village Ltd. v. Seaport Village Operating Company, LLC, et al., C.A. No. 8841-VCL (Del. Ch. Sept. 24, 2014). This decision by the Delaware Court of Chancery highlights a counterintuitive statutory rule. The Delaware LLC Act provides that each... Read More

Interpreting the Right to Specific Performance in a Shareholder Buy-Sell Agreement
Posted on 22 May 2015 by Mack Sperling

I've never thought very hard about the remedy of specific performance. That means ordering a party to a contract to perform its contractual obligations. But the ability of the Court to order specific performance was front and center in the North... Read More

Handshake Agreements: Still a Good Idea?
Posted on 21 May 2015 by Arina Shulga

I’ve seen this many times before: entrepreneurs enter into handshake agreements with others, trying to save on legal fees. Often, the counterparties are contractors, employees, investors, or co-founders. These entrepreneurs are not entirely wrong... Read More

Reading Before Signing Is Advisable
Posted on 27 Jan 2015 by Mack Sperling

It's pretty basic that your clients should read the agreements that they sign before they sign them. Or you should at least explain to your client the key provisions in what they are going to sign, if they are not going to read it. In McMillan... Read More

Did It Need to Be in Writing?
Posted on 10 Aug 2015 by Mack Sperling

Surratt v. Brown , 2015 NCBC 72 , decided last week by the Business Court, involved an oral partnership to open and operate tattoo parlors throughout North Carolina [subscribers can access an enhanced version of this opinion: lexis.com | Lexis Advance... Read More

NC Business Court Takes on the Oxford Comma
Posted on 15 Apr 2015 by Mack Sperling

You most likely have heard of the Oxford Comma. It is also referred to as the "serial comma.” If you are not familiar with this literary device, it is a comma placed before the word "and" or another conjunction (like or or nor) in... Read More