In the recent decision of FI Liquidating Trust v. The Terminix International Company Limited Partnership, Civ. No. 23-1233 (D. Del. Oct. 29, 2024), the United States District Court for the District of Delaware reversed and remanded a bankruptcy court’s
Carl D. Neff
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PetroQuest Energy Files Second Bankruptcy, Plans Asset Sale Amid $115.5M Debt
By Carl D. Neff
PetroQuest Energy Inc., a Louisiana-based oil and gas exploration company, has filed for bankruptcy in Delaware with $115.5 million in debt ($104.5 million secured, $11 million unsecured). This marks their second bankruptcy filing, having previously emerged from Chapter 11 in…
Oya Renewables – Bidding Procedures Motion
By Carl D. Neff
On November 6th, Oya Renewables Development LLC, et al. (the “Oya Debtors”) filed a bidding procedures motion to approve the proposed bidding procedures in connection with the sale of substantially all of the Oya Debtors’ assets.
Below are additional important…
Ownership Without Membership: Delaware Court Enforces 15% Business Interest Through Promissory Estoppel
By Carl D. Neff
In Rostowsky v. Hirsch, C.A. No. 2022-0004-SG (Del. Ch. Oct. 15, 2024), the Delaware Court of Chancery addressed the ownership interest held by plaintiff, Ari Rostowsky, in a business he formed with the defendants, Laura Hirsch and Lisa True,…
Solar Energy Developer Seeks Bankruptcy Protection Amid Financial Crisis
By Carl D. Neff
Oya Renewables, a Boston and Toronto-based solar infrastructure developer founded in 2009, has initiated Chapter 11 bankruptcy proceedings in Delaware. The company faces financial obligations between $100-500 million, including $86.8 million in secured debt, while maintaining minimal cash reserves of…
The Delaware Court of Chancery Holds Amendment of LLC Agreement via Merger Enforceable
By Carl D. Neff
On August 30, 2024, the Delaware Court of Chancery in Campus Eye Management Holdings, LLC v. E. Bruce DiDonato, OD, C.A. 2024-0121-LWW (Del. Ch. August 30, 2024), affirmed an amendment to a limited liability company agreement (an “LLC Agreement”)…
Moelis and its Aftermath: Recent Case Law and Statutory Developments Addressing the Ability of Stockholders to Manage Corporations through Stockholder Agreements
By Carl D. Neff
This article was written by Jim Rosenbluth and Carl Neff of Pierson Ferdinand LLP.
Delaware has long maintained its status as the mecca for U.S. corporations, with over 50% of all publicly listed corporations incorporated there. Devoted exclusively to the…
Delaware Chancery Dismisses Claims in Viela Bio Merger Dispute
By Carl D. Neff
In a significant decision that clarifies the standards for determining controlling stockholder status, the Delaware Court of Chancery dismissed claims against AstraZeneca and Viela Bio’s directors in connection with Viela’s $3 billion sale to Horizon Therapeutics. The case, Sciannella v.
Delaware Court Enforces LLC Agreement’s Management Structure in Prince Estate Dispute
By Carl D. Neff
In the recent decision of McMillan, et al. v. Nelson, et al., C.A. No. 2024-0016-KSJM (Del. Ch.), the Delaware Court of Chancery reaffirmed the primacy of contractual language in LLC governance disputes. McMillan centered on a dispute over the…
Delaware Court of Chancery Rejects Oral Partnership Claim in Investment Banking Case
By Carl D. Neff
The Delaware Court of Chancery recently addressed the complexities of partnership formation–and the importance that an oral agreement contain all material terms–in the decision of Handler v. Centerview Partners Holdings, L.P., C.A. No. 2022-0672-SG (Del. Ch. Apr. 24, 2024).…