Recent Articles

Top 5 Delaware Cases from 2008--Rebuttal to Professor Brown

Francis G.X. Pileggi
January 02, 2009 17:49

Last year,  I replied to Professor J. Robert Brown's list of the top 5 Delaware cases that, in his view, supported his negative perspective of Delaware law that remains the constant refrain on his blog called: The Race to the Bottom. My introductory explanation from my...

Happy New Year

Francis G.X. Pileggi
December 31, 2008 21:33

Best wishes to all my loyal readers for a happy and healthy New Year! The last year gave me much to be thankful for, and I hope 2009 is a great one for all of you (and for me).  

Chancery Court Rules in Favor of Bank of New York Mellon Regarding Realogy Corporation Refinancing

Francis G.X. Pileggi
December 28, 2008 19:30

The Bank of New York Mellon v. Realogy Corp., (Del. Ch., Dec. 18, 2008), read opinion here. This Chancery Court decision in favor of The Bank of New York Mellon ("BNYM"), involved contract interpretation of various documents in connection with an attempt to refinance.  Both...

The Madoff Litigation Update

Francis G.X. Pileggi
December 26, 2008 19:14

Kevin LaCroix of The D & O Diary  provides a very useful update of the lawsuits that have been filed to date involving the Bernie Madoff ponzi scheme that is estimated to have caused billions of dollars in losses. The defendants include "feeder firms" such as...

Chancery Court Rules on Business Break-up Issues and Decides Oral Resignation of Director is Effective

Francis G.X. Pileggi
December 23, 2008 01:39

In General Video Corp. v. Kertesz, et al., 2008 Del Ch. LEXIS 181 (Dec. 17, 2008), the Delaware Chancery Court  addresses issues of practical importance to anyone interested in the sundry issues that always arise in connection with the "break-up" of a closely-held...

Chancery Distinguishes Between Promise and Condition in Contract to Deny Indemnification Claim

Francis G.X. Pileggi
December 22, 2008 02:34

In TravelCenters of America LLC v. Brog,  (Del. Ch., Dec. 5, 2008), read opinion here, the Chancery Court denied a claim for indemnification based on the argument that the provisions of the parties' LLC agreement. were breached. The Court reached this conclusion...

Fiduciary Duty Claims Survive Motion to Dismiss, But Not Disclosure Claims

Francis G.X. Pileggi
December 21, 2008 17:02

Brinckerhoff v. Texas Eastern Products Pipeline Company, LLC ,  (Del. Ch., Nov. 25, 2008), read opinion here. In this decision, the Chancery Court denied a motion to dismiss based on Rule 12(b)(6), in connection with a fiduciary duty claim against certain directors. The Court...

Chancery Distinguishes Contract-Based and Common Law-Based Fiduciary Duty Voluntarily Assumed

Francis G.X. Pileggi
December 21, 2008 15:22

In re: Cencom Cable Income Partners, L.P. Litigation, (Del. Ch., Nov. 26, 2008), read opinion here. This Chancery Court  decision denied  in part and granted in part Defendants’ motions for summary judgment involving issues of fiduciary duty and candor. (see footnote 1 for citations...

Chancery Interprets LLC Agreement that Modifes Fiduciary Duties

Francis G.X. Pileggi
December 19, 2008 14:38

Kahn v. Portnoy, (Del. Ch., Dec. 11, 2008), read opinion here.  This Chancery Court opinion deals with the important concept of the ability to modify fiduciary duties in an LLC agreement. In this derivative case involving an LLC, the LLC agreement's modification of  fiduciary duties...

Chancery Rules on Duties of Trustee

Francis G.X. Pileggi
December 18, 2008 19:51

In Gilmore v. Gilmore, (Del. Ch., Dec. 3, 2008), read opinion here, the Delaware Chancery Court, in  a short letter decision, addresses the fiduciary duties of the trustee of a trust.  As an historic note,  it is these same fiduciary duties that the Delaware...