NACD - National Association of Corporate Directors

Francis G.X. Pileggi

Francis G.X. Pileggi is the member-in-charge of the Wilmington, Del., law office of Eckert Seamans Cherin & Mellott. 

 

Entries by Francis G.X. Pileggi

High Court Ruling May Send Whistleblowers Straight to the SEC

April 2, 2018

The Supreme Court analyzed a provision of the Dodd-Frank Wall Street Reform and Consumer Protection Act that protects whistleblowers from retaliation and an SEC regulation that expanded on that provision.

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Court Rules on Fiduciary Duties in Limited Partnerships

July 21, 2017

The Delaware Supreme Court acknowledged that publicly traded limited partnerships face different issues than traditional public enterprises.

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Court Explains Directors’ Fiduciary Duty of Oversight

January 24, 2017

This Delaware Court of Chancery opinion provides a practical lesson in director oversight.

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Court Says Directors Can Be Barred From Corporate Documents

November 15, 2016

Consider this ruling by the Delaware Court of Chancery before acting when a stockholder or director demands to see corporate records.

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Chancery Confirms That Derivative Litigation Is an Asset of the Corporation

September 12, 2016

The court ruled on an issue of demand futility.

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Court Rules When Managers Can Waive Their Duty of Good Faith

July 11, 2016

A recent decision by the Delaware Court of Chancery underscored the difference between the fiduciary duties of corporate directors and those of managers of alternative entities.

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Your Attendance Is Cordially Required: Decision Expands Ability to Sue Directors in Delaware Courts

May 23, 2016

Directors and officers must understand that when they agree to serve in that capacity for a Delaware corporation, they also avail themselves of certain duties and protections of Delaware law.

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When Directors May Be Personally Liable for Corporate Actions

January 29, 2016

A Delaware Court of Chancery opinion states that in certain circumstances, corporate officers or directors can be held personally liable if involved in corporate wrongdoing.

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Director/Attorney Privilege: Communications Are Not Always Confidential

November 24, 2015

The Delaware Court of Chancery recently found that certain communications between a special committee of the board and its lawyers had to be disclosed.

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Director Primacy Upheld

September 17, 2015

The Delaware Court of Chancery again upheld the board-centric approach to corporate law, referred to as “director-primacy,” in July.

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Delaware Supreme Court Allows Dismissal of Claims Against Independent Directors

July 30, 2015

An analysis of a recent Delaware Supreme Court decision that clarifies when independent directors may seek dismissal of claims against them.

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Duties of Directors of Insolvent Corporations

February 2, 2015

A recent Delaware Court of Chancery decision clarified that the fiduciary duties of loyalty and care do not change when a company faces insolvency.

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Directors Given More Authority to Limit Multi-Forum Litigation

November 24, 2014

A decision affirms that directors have clear authority to require shareholder suits be filed in a single state.

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Attorney-Client Privilege Revisited

September 25, 2014

Wal-Mart decision serves to caution directors about what they say and to whom.

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Decision Allows Free-Shifting Provisions in Bylaws, and a Win for Sotheby's, Loeb

July 18, 2014

Not so fast: Delaware legislation that would have nullified court’s decision is postponed.

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Business Judgment Rule, Board’s Ouster of CEO Affirmed

May 21, 2014

Court spells out standards for business judgment rule in controller buyouts; finds fault in CEO’s acquiescence.

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When Directors Breach Fiduciary Duty

A Delaware Court of Chancery decision addressed how the court will review claims for the breach of duty of loyalty.

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Assent Is Prerequisite for Binding Stock-Transfer Restrictions

The Delaware Court of Chancery ruled that people purchasing stock must explicitly assent to binding stock-transfer agreements.

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