Francis G.X. Pileggi

For over 30 years, I have practiced in the areas of corporate and commercial litigation as well as other complex litigation and administrative proceedings. My practice includes representation in high-stakes disputes for a wide range of clients in many industries as well as for utility companies, government entities and non-profits in multiple states. I have also litigated successfully, in both federal and state appellate courts, groundbreaking Second Amendment cases and related constitutional issues on behalf of civil rights organizations.

The Delaware Business Court Insider‘s current edition includes an article I co-authored with Chauna Abner that highlights a recent Delaware Court of Chancery decision that explains the types of claims that are barred by a standard integration clause–as compared to the more robust anti-reliance clause that is required to preclude most typical claims arising from allegations about misrepresentations made regarding a contract. See Shareholder Representative Services v. Albertsons Cos., C.A. No. 2020-0710-JRS (Del.…
For the last 16 years, these pages have featured many highlights of court decisions addressing the right of a stockholder, or a member of an LLC, to demand a company’s “books and records“. Regular readers will recall much commentary about why the exercise of such rights are not for the fainthearted. Why this decision is important: The Delaware Court of Chancery’s pithy ruling in Pettry v. Gilead Sciences, Inc., C.A. No. 2020-0132-KSJM (Del.…
A recent Delaware Court of Chancery decision provided a thorough examination of the titular topic in connection with allegations of fraudulent enticement to invest. In Sehoy Energy LP v. Adriani, C.A. No. 12387-VCG (Del. Ch. June 16, 2021), the court discussed a few things that should be of interest to corporate and commercial litigators. ● The facts of this case provided the rare exception to the general rule that breach of contract claims cannot be…
This post was prepared by Frank Reynolds, who has been following Delaware corporate law, and writing about it for various legal publications, for over 30 years. The Delaware Chancery Court recently decided OptimisCorp may be able to prove three ex-directors disloyally withheld from the struggling physical therapy company a $6.7 million award they had won in a derivative action against its former outside counsel for legal malpractice during a bitter board feud in OptimisCorp v.
In a recent letter ruling, the Court of Chancery deferred any decision on whether or not there was a violation of Rule 3.7(a) of the Delaware Lawyers’ Rules of Professional Conduct. In Re Straight Path Communications Inc. S’holder Litig., C.A. No. 2017-0486-VCG (Del. Ch. July 12, 2021). Rule 3.7 generally prohibits a lawyer from simultaneously appearing as a trial advocate and as a witness, but Rule 3.7(a), when used as a sword, is problematic…
The Delaware Court of Chancery recently explained under what circumstances dual claims will be allowed to proceed for both breach of fiduciary duty and breach of contract in the context of the manager of an LLC allegedly using LLC assets for his personal benefit in a manner not shared by all the other LLC members. In Largo Legacy Group, LLC v.  Charles, C.A. No. 2021-MTZ (Del. Ch., June 30, 2021), the Court addressed many noteworthy…
This post was prepared by Frank Reynolds, who has been following Delaware corporate law, and writing about it for various legal publications, for over 30 years. Delaware’s Supreme Court recently reversed the Chancery Court’s refusal to stop a stock sale intended to shift the power balance between rival deadlocked UIP Companies Inc. stockholder factions, finding the sale likely inequitable — although fairly negotiated — if designed to impede investors’ franchise right in Coster v. UIP
A recent Delaware Court of Chancery decision is useful for its description of the various options that a non-breaching party to a contract has if she believes that a breach of contract has occurred. In Macrophage Therapeutics, Inc. v. Goldberg, C.A. No. 2019-0137-JRS (Del. Ch. June 23, 2021), the court explained that among the options available for one claiming a breach of contract: is not self-help.…