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

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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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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