Paul A. Fioravanti, Jr.
How Judge Fioravanti rules, drawn from 42 signed orders. Every observation links to the order it came from.
About Judge Fioravanti
Paul A. Fioravanti Jr. has served as a Vice Chancellor of the Delaware Court of Chancery since February 2020. He previously practiced corporate and commercial litigation in Wilmington. He earned his undergraduate degree at the University of Delaware and his law degree at the University of Maryland.
Judge Fioravanti's practices and standing orders
The court's website lists no individual practices or standing orders of Judge Fioravanti's own (checked October 11, 2026), so the court's local rules and general orders are the place to look (court page ↗).
Standing orders for every case in this court
Orders the court applies to all of its cases, whichever judge has them, as published on the court's website (checked October 11, 2026).
How Judge Fioravanti decides
Patterns drawn from this judge's own signed orders. Every observation links to the order it came from.
What persuades
In Shareholder Representative Services v. HPI Holdings, Fioravanti dismissed an earnout claim after reading the customer agreement as an amendment to the existing contract rather than the new agreement required for payment under the merger agreement.
“In name and by nature, the December Agreement is an amendment, not a new agreement.”
In Pacira BioSciences v. Fortis Advisors, he found an earnout provision ambiguous about whether it used national or locality-adjusted reimbursement rates. After trial, he considered extrinsic evidence of the parties' shared intent and found that it favored the buyer's national-rate reading.
“When faced with two reasonable interpretations of a contract, the court does not simply end the inquiry by deciding which of two reasonable interpretations is 'more' reasonable.”
In City of Warren v. Roche, he rejected the inference that Blackhawk’s CEO feared for her job merely because a news article described activists removing other companies’ executives. The complaint alleged no activist campaign targeting her or Blackhawk’s management.
“The news article cannot substitute for well-pleaded allegations.”
In Vera Bradley, Fioravanti read the purchase agreement’s unmodified GAAP term as allowing a closing-date working-capital test without importing historical accounting practice from other provisions.
“The parties did not include any modifiers in the True Up to require GAAP be applied consistent with historical practice, nor the definitions applicable to the True Up.”
In the Illumina derivative case, Fioravanti held that the board’s merger decision amid contested regulatory risks and legal advice did not support an inference that directors knowingly violated clear law. The plaintiffs therefore had not excused demand.
“In short, this is not the stuff of a board’s bad faith decision to knowingly violate positive law to generate corporate profits.”
Procedural preferences
In In re Windmil Therapeutics, Fioravanti dismissed an assignment for the benefit of creditors proceeding after the assignee failed to comply with statutory inventory, appraisal, and bond requirements.
“The Delaware ABC statute is not complicated. It has few mandates, but they must be followed.”
In Soligenix v. Emergent, he denied continued confidential treatment of a petition and exhibits filed after an arbitration. The arbitration protective order did not establish concrete harm from public disclosure under the court’s confidentiality rule.
“Open litigation is the default in the Court of Chancery. Confidentiality is the exception, and not the rule.”
In ECO Capital v. Nivel Parts, he removed the “Highly Confidential” label from JAI’s disputed production after reviewing sample documents and finding the designation unjustified. He left ordinary “Confidential” protection in place and awarded ECO its fees for the motion.
“all documents that JAI has designated as Highly Confidential shall lose that designation and are deemed Confidential under the terms of the confidentiality order governing this case.”
In Glen Allen Farm v. New Castle County, he declined to decide claims about a possible future sewer connection and hypothetical county denials. Those contingencies had not occurred, so the requested ruling would have been advisory.
“These claims are 'an invitation for a court to render an advisory opinion based on a hypothetical case.'”
In DoubleLine Capital v. Barach, he confirmed an arbitration award after rejecting the defendants’ request to vacate it. He found that the panel had acted within its authority and that the claimed errors did not meet the narrow standard for vacatur.
“'[A]s long as the arbitrator is even arguably construing or applying the contract and acting within the scope of his authority, that a court is convinced that he committed serious error does not suffice to overturn his decision.'”
Cautions
In the Jeffco Management dissolution, he shifted all receiver fees and $20,000 of the opposing member’s legal fees to Tabak. He identified unauthorized self-help, a false account-balance narrative, abandoned arbitration arguments, and an unauthorized overlength merits submission as grounds for the award.
“The submission of unauthorized merits arguments—to which Miller’s counsel had to respond—constitutes glaringly egregious conduct.”
In Hammann v. Adamis Pharmaceuticals, he found the challenge to the 2021 director election moot after the directors’ terms expired and a new election was held.
“The issues presented in Counts VI–IX are moot.”
In Petróleos de Venezuela v. PDV Holding, Fioravanti rejected a requested $1 billion to $2 billion bond for a replacement stock certificate because the claimed risk lacked supporting facts or a realistic legal theory. He ordered a $10,000 unsecured bond.
“PDVH asks this court to join it in speculating about what may have been, building its theory largely on illogical assumptions. To accept that invitation would be improper.”
Signed rulings
A grounded sample of orders signed by this judge, with the verbatim dispositive language.
“Defendant's motion to dismiss Count I of the Complaint is therefore denied.”
“For the foregoing reasons, the Respondents' Motion to Dismiss the Complaint is granted.”
“the Counterclaim Defendants' Motion to Dismiss the Counterclaims is granted as to Counts I, IV, and V, and granted in part and denied in part as to Count II.”
“Plaintiffs' Motion for Summary Judgment is denied without prejudice.”
“Defendants' Motion to Dismiss is granted with respect to the claims against Tauscher. Defendants' Motion to Dismiss is granted in part and denied in part with respect to the claims against Roche.”
“For the foregoing reasons, the DRBA's Motion to Compel Arbitration and to Dismiss is GRANTED.”
“Defendants' motion to dismiss Count I is GRANTED; the motion to dismiss Count II is DENIED. Defendants' motion to dismiss for lack of standing and motion to strike are DENIED.”
“Defendants' motion to dismiss Count II is GRANTED for failure to state a claim. The remaining claims are dismissed for lack of subject matter jurisdiction, subject to Plaintiffs' right to elect under 10 Del. C. Section 1902 to have those claims transferred to the Superior Court of Delaware.”
“the Receiver’s Motion to Approve Plan of Distribution and Dissolution is granted”
“The fair value of Jackson stock on the valuation date was $11,464.57 per share. ... Ramcell is awarded $1,781,948.74. Ramcell is awarded its costs and interest pursuant to the appraisal statute.”
“Plaintiff's motion for summary judgment is granted, and Defendant's motion for partial summary judgment is denied.”
“Plaintiff's motion to dismiss Wood's counterclaims is granted in its entirety.”
“Emergent has not satisfied its burden to support continued confidential treatment of the Petition or the Exhibits. Accordingly, the Motion for continued confidential treatment is DENIED.”
“Defendant's motion to dismiss Count I for failure to state a claim under Rule 12(b)(6) is hereby GRANTED, with prejudice.”
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