Wilmington Team Publishes Annual Review of Key Del. Corporate and Commercial Decisions for Delaware Business Court Insider

Wilmington, Del. (January 21, 2022) - Wilmington Managing Partner Francis Pileggi, along with Associates Ciro Poppiti and Cheneise Wright, recently published an article for the Delaware Business Court Insider (part of Law.com) titled, “17th Annual Review of Key Delaware Corporate and Commercial Decisions," which describes notable decisions issued by the Delaware Supreme Court and Court of Chancery in 2021.

The authors open by explaining that the article addresses "the unsung heroes among the many decisions that have not already been widely discussed by the mainstream press or legal trade publications." They go on to analyze the significance of these key Delaware corporate and commercial decisions.

Specifically, the authors describe six Delaware Supreme Court decisions, including those where the court, among other things: (1) confirmed the impact of bankruptcy on LLC membership; (2) addressed choice-of-law and fraud exclusion issues; (3) clarified the test for direct versus derivative stockholder claims; and (4) clarified the analysis of pre-suit demand futility for purposes of pursuing a derivative stockholder claim.

The authors then discuss 15 decisions issued by the Delaware Court of Chancery in which the court, among other things: (1) explained the analysis necessary to determine when an LLC deadlock might be the basis for a dissolution; (2) determined that the fiduciary duties of a majority or a controlling stockholder do not require self-sacrifice; (3) recognized “outside reverse veil-piercing,” as compared to “insider reverse veil-piercing;” and (4) clarified when a forum selection clause binds a non-signatory.

Mr. Pileggi, Mr. Poppiti, and Ms. Wright are members of Lewis Brisbois’ Complex Business & Commercial Litigation Practice. They focus primarily on high-stakes disputes of corporations, stockholders, members of boards of directors, members and managers of LLCs, and those with managerial or ownership interests in other forms of entities.

Mr. Pileggi, often with co-authors, has published an annual list of key corporate and commercial decisions of the Delaware Supreme Court and the Delaware Court of Chancery for the last 17 years. Since 2004, Mr. Pileggi has also maintained the Delaware Corporate & Commercial Litigation Blog, at www.delawarelitigation.com in which he analyzes key corporate and commercial decisions from Delaware's Supreme Court and Court of Chancery.

You can read the full Delaware Business Court Insider article here (subscription may be required).