Do Legal Ethics Rules Provide Guidance for Responding to False Accusations?
My latest column on legal ethics for the flagship publication of the American Inns of Court, The Bencher, addresses the titular topic. During the more than 25 years that I have penned the legal ethics...
View ArticleChancery Addresses Fiduciary Duty of Disclosure in Context of a Squeeze-Out
A recent Chancery decision addressed many important issues related to a squeeze-out merger involving an LLC in which the minority member claimed that it did not receive a fair price for its minority...
View ArticleStatutory Dissolution Claims Subject to Arbitration
Over the nearly two decades that I have maintained this blog, I have written about a fair number of court decisions involving statutory dissolution. The recent Delaware Court of Chancery decision...
View ArticleSupreme Court Clarifies Limits of Judicial Equitable Review of LLC Agreements
The Delaware Supreme Court issued a momentous decision recently that should be read by all those who want to know the latest iteration of Delaware law on the limits of judicial equitable review of LLC...
View ArticleChancery Determines in Section 225 Action: Board Members Properly Removed
In a targeted proceeding pursuant to Section 225 of the DGCL with the limited purpose of determining whether members of the board of directors were properly removed, the Delaware Court of Chancery...
View ArticleChancery Determined Proper LLC Members Pursuant to Section 18-110
A recent Delaware Court of Chancery decision determined the proper members of an LLC and their respective interests pursuant to Section 18-110 of the Delaware LLC Act. In REM OA Holdings, LLC v....
View ArticleChancery Addresses Claims that Buyer of Business Diverted New Deals to...
The Delaware Court of Chancery recently addressed a litany of claims that the buyer of a business breached its contractual and fiduciary duties by diverting new deals that deprived the sellers from...
View ArticleFormer US Attorney General argues: Del. is at risk of losing its corporate...
Former U.S. Attorney General William Barr wrote an article in today’s Wall Street Journal arguing: Delaware is at risk of losing its prominence in corporate law because of what the former U.S....
View ArticleFee-Shifting in Rule 5.1 Dispute
Delaware Court of Chancery Rule 5.1 provides the standard and an intricate series of procedures for the parties to seek “confidential treatment” to prevent pleadings filed with the court from being...
View ArticleChancery clarifies nuanced requirements for responding to discovery, and...
In a recent letter ruling, the Delaware Court of Chancery provided a short tutorial on the Chancery rules of procedure that describe the specific requirements for responding to discovery and the...
View ArticleDelaware High Court gives investors another shot at proving pharma directors’...
Frank Reynolds, who has been covering Delaware corporate decisions for various national publications for over 35 years, prepared this article. A Delaware Supreme Court milestone ruling has revived a...
View Article19th Annual Review of Key Delaware Corporate and Commercial Decisions
By: Francis G.X. Pileggi, Sean M. Brennecke, Aimee M. Czachorowski, Rolando A. Diaz, Andrew A. Ralli, Andrew J. Czerkawski, Katherine R. Welch, and Fanta M. Toure Reprinted courtesy of The Delaware...
View ArticleLitigation Misconduct Warrants Fee Shifting
For my latest ethics column, now in its 25th year, for the national publication of the American Inns of Court called The Bencher, in the January/February 2024 edition, I highlight a decision of the...
View ArticleChancery Addresses Tension Between Stockholder Agreement and DGCL Section...
In a recent magnum opus, the Delaware Court of Chancery in the matter of West Palm Beach Firefighters Pension Fund v. Moelis & Co., C.A. No. 2023-0339-JTL (Del. Ch. Feb. 23. 2024), addressed the...
View ArticleChancery Decision Provides Procedural Guidance on Best Practice for Drafting...
A recent Delaware Court of Chancery transcript ruling provides guidance on best practices for how to craft answers to a complaint, in the matter styled: 26 Capital Acquisition Corp. v. Tiger Resort...
View ArticleChancery Compares California and Delaware Law on Advancement
A recent gem of a short letter ruling from the Delaware Court of Chancery in Goldman v. LBG Real Estate Company LLC, C.A. No. 2023-0426-KSJM (Del. Ch., Feb. 26, 2024), provides important insights, with...
View ArticleABA Book Chapter on Key Advancement Cases from 2023
Key Delaware decisions on advancement under DGCL Section 145 for directors and officers were highlighted in a just-published book chapter in an ABA publication that I co-authored with 5 of my...
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