Corporate

Recent Posts

Delaware Court of Chancery Allows Claims Against Ron Burkle in Challenged Transaction
Posted on 13 Feb 2014 by Francis G.X. Pileggi

OTK Associates, LLC v. Friedman , C.A. No. 8447-VCL (Del. Ch. Feb. 5, 2014) [ an enhanced version of this opinion is available to lexis.com subscribers ]. A few takeaways from this Court of Chancery opinion involving a challenged recapitalization of... Read More

Delaware Court of Chancery Denies Motion to Dismiss Claims Alleging Breach of Duty of Loyalty against Directors in Sale of Company
Posted on 5 Oct 2011 by Francis G.X. Pileggi

New Jersey Carpenters Pension Fund v. infoGROUP, Inc., C.A. No. 5334-VCN (Del. Ch. Sept. 30, 2011), read opinion here . Issue Addressed Whether directors breached their duty of loyalty in connection with the sale of a company based on their domination... Read More

Delaware Court of Chancery Chides Investment Banker on Both Sides of Deal
Posted on 14 Mar 2014 by Francis G.X. Pileggi

In Re Rural Metro Corporation Stockholder Litigation , C.A. No. 6350-VCL (Del. Ch. Mar. 7, 2014) [ an enhanced version of this opinion is available to lexis.com subscribers ]. This noteworthy opinion deserves more fulsome commentary but for present... Read More

The NC Supreme Court Speaks on Fiduciary Duty and Piercing the Corporate Veil
Posted on 20 Nov 2013 by Mack Sperling

The best lines in Green v. Freeman , decided last week by the NC Supreme Court, are that "[t]he doctrine of piercing the corporate veil is not a theory of liability [ an enhanced version of this opinion is available to lexis.com subscribers ]. Rather... Read More

Delaware Court of Chancery Dismisses Breach of Fiduciary Duty, Waste and Caremark Claims Challenging Goldman Sach’s Compensation Structure
Posted on 14 Oct 2011 by Francis G.X. Pileggi

In the case of In Re The Goldman Sachs Group, Inc. Shareholder Litigation , C.A. No. 5215-VCG (Oct. 12, 2011), read opinion here , Vice Chancellor Glasscock, in his first major corporate law decision, granted defendants' motion to dismiss a derivative... Read More

Rural Metro and Joint Liability
Posted on 20 Oct 2014 by Brian JM Quinn

Vice Chancellor Laster handed down an opinion on damages in the Rural Metro case. You'll remember in Rural Metro, RBC was found liable for aiding and abetting director violations of their fiduciary duties in connection with the sale of the corporation... Read More

Don't Sue A North Carolina Board Of Directors Over A Merger Without Reading This Case
Posted on 3 Oct 2013 by Mack Sperling

Last week's Order in Gusinsky v. Flanders Corp ., 2013 NCBC 46 [ an enhanced version of this opinion is available to lexis.com subscribers ], should be required reading for lawyers thinking of suing the directors of a corporation in North Carolina... Read More

50% Shareholder Didn't Owe Fiduciary Duty To His 50% Co-Shareholder
Posted on 9 Sep 2013 by Mack Sperling

This week's decision from the Business Court in Maurer v. Maurer, 2013 NCBC 44 [ an enhanced version of this opinion is available to lexis.com subscribers ] is a continuation of the litigation between Jill Maurer and the company owned by her and her... Read More

Fiduciary Duty as a Source of Board Focus for Long-Term Shareholder Value Creation
Posted on 21 Jan 2015 by Kevin M. LaCroix

The fiduciary duties of members of corporate boards are usually invoked in connection with directors’ potential liability exposures. However, in their January 2015 Harvard Business Review article entitled “Where Boards Fall Short” (... Read More

Delaware Court of Chancery Dismisses Fiduciary Duty Claims in Alternative Entity Context
Posted on 17 Feb 2015 by Francis G.X. Pileggi

Lewis v. Aimco Properties, L.P., C.A. No. 9934-VCP (Del. Ch. Feb. 10, 2015) [ an enhanced version of this opinion is available to lexis.com subscribers ] This short opinion from the Delaware Court of Chancery is notable for its discussion and rejection... Read More