Francis Pileggi

Firm/Organization: Eckert Seamans Cherin & Mellot, LLC, Francis G.X. Pileggi

Blogs: Artificial Intelligence Law Blog, Delaware Corporate & Commercial Litigation Blog, PA Right to Know Law Blog

Latest Articles

Delaware Corporate & Commercial Litigation Blog

Delaware Supreme Court Instructs on Standards of Deposition Conduct

By Francis Pileggi on September 8, 2019

A recent Delaware Supreme Court opinion provides a tutorial on the standards imposed on Delaware lawyers when a deponent, who is the lawyer’s client, engages in inappropriate conduct during a deposition. See Shorenstein Hays-Nederland Theaters LLC Appeals, Nos. 596, 2018 and 620, 2018 (Del. Supr. June 20, 2019). My overview of the decision was the focus of my latest legal ethics column for The Bencher, the publication of the American Inns of Court, which …

Delaware Corporate & Commercial Litigation Blog

Chancery Describes Special Litigation Committee Requirements for Alternative Entities

By Francis Pileggi on September 8, 2019

The requirements for a special litigation committee, in the alternative entity context, that seeks recognition of its legitimacy from the court was recently explained in the Delaware Court of Chancery decision styled: Wenske v. Blue Bell Creameries, Inc., C.A. No. 2017-0699-JRS (Del. Ch. Aug. 28, 2019). Short Overview of Case: This case involves a derivative action arising from the alleged failures of Blue Bell Creameries, Inc. (“BBGP”) as the sole general partner of the…

PA Right to Know Law Blog

OOR Relies on Right of Privacy in Pennsylvania Constitution to Prevent Disclosure

By Francis Pileggi on September 8, 2019

A recent decision from the Office of Open Records relied on the right to privacy in the Pennsylvania Constitution, as opposed to an exemption in the RTKL, as a basis to prevent the disclosure of certain personal information. In Petusky v. Girardville Area Municipal Authority, OOR Docket No. AP 2019-0931 (Aug. 26, 2019), the OOR relied not on an exemption in the RTKL, but on the right to privacy in the Pennsylvania Constitution as a…

Delaware Corporate & Commercial Litigation Blog

Chancery Finds Proper Purposes in Section 220 Demand in Absence of KFW Procedural Protections

By Francis Pileggi on September 8, 2019

Adding to the voluminous case law interpreting DGCL Section 220 that has been highlighted over the last 14 years on these pages, the recent Delaware Court of Chancery decision in Kosinski v. GGP Inc., C.A. No. 2018-0540-KSJM (Del. Ch. Aug. 28, 2019), is notable for its useful and thorough recitation of the basic requirements of a Section 220 demand and the clarity of reasoning on which it relies to reject the typical defenses presented at…

Delaware Corporate & Commercial Litigation Blog

Chancery Addresses Prerequisites for Prima Facie Duty of Loyalty Claim

By Francis Pileggi on August 29, 2019

A recent Delaware Court of Chancery decision addressed claims that the CEO of a closely-held company breached the duty of loyalty in connection with unauthorized personal expenses charged to the company, and other actions, while he managed the company–that were not consistent with financial management in the best interest of the company. That decision, in Avande, Inc. v. Evans, C.A. No. 2018-0203-AGB (Del. Ch. Aug. 13, 2019), is most noteworthy for its recitation of…

Delaware Corporate & Commercial Litigation Blog

Chancery Praises Motion for Reargument Before Denying It

By Francis Pileggi on August 29, 2019

A recent Delaware Court of Chancery opinion is noteworthy for its many quotable judicial words of wisdom about motions for reargument pursuant to Rule 59(f). In Manti Holdings, LLC v. Authentix Acquisition Company, Inc., C.A. No. 2017-0887-SG (Del. Ch. Aug. 14, 2019), the court described a meritorious motion for reargument as a “useful tool if used as designed, to forestall a final opinion in which the judge has disregarded matters of law or fact,…

Delaware Corporate & Commercial Litigation Blog

Chancery Refuses Jurisdiction for Defamation Claim

By Francis Pileggi on August 29, 2019

A recent Court of Chancery decision is one of several relatively recent rulings that clarify the limited scope of equitable relief that is available for defamation claims as a narrow exception to the general rule that equity will not enjoin a libel. The opinion in Preston Hollow Capital LLC v. Nuveen LLC, C.A. No. 2019-0169-SG (Del. Ch. Aug. 13, 2019), should be required reading for anyone seeking to include a defamation claim in a complaint filed…

Delaware Corporate & Commercial Litigation Blog

Fully Executed Contract Ruled Unenforceable

By Francis Pileggi on August 26, 2019

A recent Delaware Court of Chancery opinion should be read by all lawyers who seek to avoid the risk of a fully executed contract being ruled unenforceable due to a court later finding, perhaps suprisingly, that the agreement did not accurately express the understanding of the parties. In Kotler v. Shipman Associates, LLC, C.A. No. 2017-0457-JRC (Del. Ch. Aug. 21, 2019, corrected (typo on page four) Aug. 27, 2019), the court reviewed in extensive detail the…

Delaware Corporate & Commercial Litigation Blog

Director Denied Attorney/Client Communications–Firm Did Not Represent Whole Board

By Francis Pileggi on August 26, 2019

A recent Delaware Court of Chancery decision explained that: the general rule that a director is entitled to communications with counsel for the board has exceptions, but the threshold issue is whether the attorney involved represents the whole board–or just selected board members. In Gilmore v. Turvo, Inc., C.A. No. 2019-0472-JRS (Del. Ch. Aug. 19, 2019), the court restated the general rule that a Delaware corporation “cannot assert the privilege to deny a director…

Delaware Corporate & Commercial Litigation Blog

Special Litigation Committee Allows Derivative Litigation

By Francis Pileggi on August 26, 2019

A recent Delaware Court of Chancery decision involved the unusual situation where a Special Litigation Committee allowed derivative plaintiffs to pursue claims challenging an acquisition of the defendant company. See In re Oracle Corp. Derivative Litigation, C.A. No. 2017-0337-SG, Letter (Del. Ch. Aug. 15, 2019). Another unusual case in which a Special Litigation Committee did not oppose the pursuit of derivative claims was in the matter of American International Group, Inc. Consolidated Derivative Litigation, C.A.…

Francis Pileggi

Delaware Supreme Court Instructs on Standards of Deposition Conduct

Chancery Describes Special Litigation Committee Requirements for Alternative Entities

OOR Relies on Right of Privacy in Pennsylvania Constitution to Prevent Disclosure

Chancery Finds Proper Purposes in Section 220 Demand in Absence of KFW Procedural Protections

Chancery Addresses Prerequisites for Prima Facie Duty of Loyalty Claim

Chancery Praises Motion for Reargument Before Denying It

Chancery Refuses Jurisdiction for Defamation Claim

Fully Executed Contract Ruled Unenforceable

Director Denied Attorney/Client Communications–Firm Did Not Represent Whole Board

Special Litigation Committee Allows Derivative Litigation

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