LexisNexis® Legal Newsroom
Judge Posner on Delaware Corporate Law

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 aspects of Delaware corporate law in a case which...

One for the Lawyers: Forward Split in Delaware Requires Shareholder Approval

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 to determine if shareholder approval is required...

Delaware Corporate Law and the New Litigation Against Berkshire Hathaway, Warren Buffett, et al.

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-reported allegations in the mainstream press and...

Delaware Corporate Law Article Translated into Chinese

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 office of the Eckert Seamans firm. More details...

LexisNexis Corporate and Commercial Insights: Francis Pileggi Discusses the Berkshire Hathaway Shareholder Derivative Action and the Taiwan’s Increasing Interest in Delaware Corporate Law

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 and Berkshire Hathaway as well as the increasing...

Status Quo Bias And Lawyer Choices Re Incorporation

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 it's the only law most lawyers who take companies...

Key Delaware Corporate and Commercial Decisions in 2012

Noteworthy 2012 Corporate and Commercial Decisions from Delaware's Supreme Court and Court of Chancery. By: Francis G.X. Pileggi and Kevin F. Brady. Introduction This is the eighth year that we are providing an annual review of key Delaware corporate and commercial decisions. During 2012...

Widener Law’s Annual Pileggi Lecture Considers “Delaware’s Choice”

Widener University School of Law is pleased to announce that Guhan Subramanian , the Joseph Flom Professor of Law & Business at Harvard Law School, will deliver the 2013 Annual Francis G. Pileggi Distinguished Lecture in Law. The media is invited to cover Subramanian’s lecture, “Delaware’s...

Top Ten 2013 Delaware Corporate and Commercial Decisions

by Francis G.X. Pileggi and Kevin F. Brady This is our ninth annual review of key Delaware corporate and commercial decisions. During 2013, we reviewed and summarized over 200 decisions from Delaware’s Supreme Court and Court of Chancery on corporate and commercial issues. Among the decisions...

Court of Chancery Appeals to U.S. Supreme Court on Constitutionality of Chancery’s Arbitration Rules

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 for Open Government v. Hon. Leo E. Strine, Jr....

Delaware Court of Chancery Dismisses Breach of Fiduciary Duty Claims Related to Sale of Company

In Re Answers Corporation Shareholders Litigation , Cons. C.A. No. 6170-VCN (Del. Ch. Feb. 3, 2014) [ an enhanced version of this opinion is available to lexis.com subscribers ]. One takeaway from this decision granting a motion for summary judgment to defendants and rejecting claims for breach of...

Delaware Court of Chancery Interprets Proper Purpose for DGCL Section 220 Demand

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 lexis.com subscribers ]. Practical Insights on Decision : This Chancery opinion is one of many examples highlighted on these pages over the...

Delaware Supreme Court: Mexican Law Applies

Bell Helicopter Textron, Inc. v. Arteaga , No. 333,2014 (Del. Supr., Apr. 6, 2015) [ an enhanced version of this opinion is available to lexis.com subscribers ]. This Delaware Supreme Court decision provides a useful application of principles that determine which jurisdiction’s laws apply to...

A Q&A with Mark Lebovitch of Bernstein Litowitz: A Plaintiffs’ Counsel’s Perspective on the Fee-Shifting Bylaw Debate

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 Tennis Bund [ an enhanced version of this opinion...

Successor Corporation Not Bound by Agreement of Former Parent Entity

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 a corporation created as part of a spin-off...

Section 220 Demand Granted for Investigation of Subsidiary

Oklahoma Firefighters’ Pension & Retirement System v. Citigroup, Inc ., C.A. No. 9587-ML (VCN) (Del. Ch. Apr. 24, 2015) [ an enhanced version of this opinion is available to lexis.com subscribers ]. This Delaware Court of Chancery opinion allowed an inspection of books and records pursuant...

Delaware Supreme Court Trims Independent Directors’ Potential Liabilities in M&A Transactions

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 directors of a company that has an exculpatory provision...

Delaware Legislature Passes Fee-Shifting Bylaw Prohibition — What Questions Remain?

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 may adopt bylaws designating Delaware courts...

So Why Should Delaware Corporate Law Predominate?

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; only five states are smaller by population, yet...

Delaware Court of Chancery Invalidates Attempt of Majority Stockholder to Appoint Officers

In Gorman v. Salamone, C.A. No. 10183-VCN (Del. Ch. July 31, 2015), the Court of Chancery affirms the board-centric foundation of Delaware corporate law, and describes the limitation on the ability of a majority stockholder to appoint officers directly–even though a majority stockholder might have...

A Look at the Modern Business Judgment Rule

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, in good faith, and in the honest belief that the...

Delaware Supreme Court Addresses Standard of Review for Board’s Consideration of Stockholder Demand

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 version of this opinion: lexis.com | Lexis...