In a recent Chancery decision involving challenges to executive compensation, Eckert v. Hightower, C.A. No. 2024-0569-MTZ (Del. Ch. March 24, 2025), the court reiterates the basic standards that determine if allegations can survive a motion to dismiss when the charter includes an exculpatory clause which requires that a majority of directors have demonstrated a
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Chancery Recites Fundamental Case Management Principles
For those litigators who toil in the vineyards of pre-trial disputes over case management, and positioning issues for trial, a recent Chancery ruling is a useful tool that deserves a place in the litigator’s toolbox. The letter ruling captioned as In re Northwest Biotherapeutics, Inc. Stockholder Litigation, Cons. C.A. No. 2022-0193-JTL (Del. Ch. Feb.…
Chancery Finds No Reason for Sears Controller’s Separate Appeal of Damages Ruling
Frank Reynolds, who has been covering Delaware corporate decisions for various national publications for over 40 years, prepared this article.
The Court of Chancery recently recommended that the Delaware Supreme Court deny a quick interlocutory appeal of its decision that a Sears Hometown & Outlet Stores investor is entitled to the full share of the…
Big Change to Delaware Corporate Statute
The Delaware Governor signed legislation last night that makes big changes to Delaware corporate law. The new law amended the corporate statute to create a definition for “controlling shareholder” and “disinterested director” as well as adding new prerequisites before a shareholder can demand corporate records. As the editor of The National Law Review’s Delaware Corporate…
Chancery Grants Motion to Expedite; Denies TRO Motion in Merger Challenge
A recent Chancery decision deserves a place in the toolbox of corporate litigators for its nuanced approach that highlights the difference in criteria between a Motion to Expedite Proceedings and the similar but materially different standard applied to a Motion for a TRO. In the matter styled The New York City Employees’ Retirement System v.
39th Annual F.G. Pileggi Distinguished Lecture in Law
The 39th Annual F.G. Pileggi Distinguished Lecture in Law will be presented this year on March 20, 2025, at the Hotel DuPont. Named after my father, the Delaware Journal of Corporate Law at the Delaware Law School of Widener University continues to host and organize the event that brings leading corporate law scholars from around…
Chancery lets suit over who caused Get Together Inc.’s break-up continue
Frank Reynolds, who has been covering Delaware corporate decisions for various national publications for over 40 years, prepared this article.
The Delaware Court of Chancery recently declined to dismiss claims that three venture capital firms disloyally caused the collapse of Get Together Inc. by hastily pulling out of the troubled social media start-up and allegedly…
Updates on SB 21 from Tulane Corporate Law Seminar
A PowerPoint with highlights of SB 21 at today’s beginning of the annual Tulane Corporate Law Institute, an event featured many times on these pages in prior years, was part of a panel presentation led William Lafferty of Morris Nichols. For the few people who have missed the tsunami of articles and commentary…
What Those Outside Delaware Say About SB 21
I recently attended a seminar in New York on D&O litigation developments called the PLUS Symposium. The topics lean towards the concerns of those who defend D&O cases and provide D&O coverage.
I listened to a panel entitled: “Hot Topics in D&O 2025”. None of the panel members were Delaware lawyers or members of…
UPDATE on Proposed Amendments to DGCL Section 220–Right to Seek Corporate Books and Records
In the few days since the Delaware Legislature proposed Senate Bill 21 to make major changes to Delaware corporate law, there has been a veritable avalanche of commentary by the professoriate, practitioners, and journalists with their predictions of the consequences of SB 21 being enacted into law. See, e.g., article on The CLS Blue Sky…