In Driven Intermediate Holdings, Inc. v. Jimenez, C.A. No. 2024-0150-LWW (Del. Ch. Mar. 31, 2026), Vice Chancellor Will addressed a question that arises frequently in post-M&A purchase price adjustment disputes: when the parties submit their disagreement to an independent
Carl D. Neff
Carl D. Neff is a Delaware licensed attorney with the law firm of Pierson Ferdinand LLP and is based in Delaware. Carl’s practice focuses in the areas of corporate and commercial litigation before the Delaware Court of Chancery, the Delaware Supreme Court, the Delaware Superior Court and the District of Delaware.
Latest from Carl D. Neff - Page 2
Delaware Bankruptcy Court Provisionally Extends Chapter 15 Stay to U.S. Cannabis Subsidiaries of Canadian Debtor
By Carl D. Neff
On March 26, 2026, the U.S. Bankruptcy Court for the District of Delaware (Hon. Brendan L. Shannon) entered a provisional order in In re The Cannabist Company Holdings Inc., Case No. 26-10426 (BLS), extending stay protections to the non-debtor…
Court of Chancery Rules Astellas Not Obligated to Pay $115 Million in Post-Merger Milestone Payments
By Carl D. Neff
Vice Chancellor Rennie’s memorandum opinion (by designation) in Shareholder Representative Services LLC v. Astellas Pharma Inc., C.A. No. 2023-0952-SKR (Del. Ch. Mar. 31, 2026) serves as a cautionary tale about the critical importance of precise contractual definitions in pharmaceutical acquisitions…
Fourth Circuit Affirms That Disclaimer-Bearing Mortgage Communications to a Chapter 13 Debtor Are Not Debt Collection
By Carl D. Neff
In Palazzo v. Bayview Loan Servicing, LLC, No. 24-2169 (4th Cir. Mar. 20, 2026, amended Mar. 31, 2026), the Fourth Circuit affirmed summary judgment for two mortgage servicers on FDCPA and automatic stay claims brought by a Chapter 13 debtor.…
YWCA of Rochester v. Hatteras Funds: Court of Chancery Denies Rule 23.1 Motion, Clarifies Double-Derivative Standing for Feeder Fund Investors
By Carl D. Neff
In a detailed, 55-page opinion issued on March 31, 2026, Vice Chancellor Laster denied the defendants’ motion to dismiss a derivative action challenging a disastrous asset sale by the Hatteras Master Fund. In Young Women’s Christian Association of Rochester and…
Foreign Incorporation Does Not Shield Debtors from Involuntary Chapter 11: The Xinyuan Decision
By Carl D. Neff
The U.S. Bankruptcy Court for the Southern District of New York recently rejected arguments that a foreign debtor’s incorporation outside the United States and concurrent foreign restructuring proceedings should compel dismissal of an involuntary Chapter 11 petition. In re Xinyuan…
Chancery Holds Forum Selection Clause in Stock Repurchase Agreement Does Not Bar Claims Arising Under Incorporated Separation Agreement
By Carl D. Neff
A Memorandum Opinion issued by Vice Chancellor Lori W. Will on March 17, 2026 in Armaments Research Company, Inc. v. William O’Neil, C.A. No. 2025-0944-LWW (Del. Ch. Mar. 17, 2026) provides an important reminder about the limits of forum selection…
Court of Chancery Rules Fraud Claims Trigger Investigation Rights Under MIPA Indemnification Provisions
By Carl D. Neff
In DRS Family Holdings, Inc. v. Regal Buyer, LLC, C.A. No. 2025-1452-BWD (Del. Ch. Mar. 10, 2026), Vice Chancellor David addressed a narrow but practically significant question of contract interpretation: whether a fraud claim—carved out from a membership interest…
A Voting Agreement Is Not a Proxy: Chancery Invalidates LLC Officer Removal in Ropko v. McNeill
By Carl D. Neff
In a post-trial Memorandum Opinion issued on March 16, 2026, Vice Chancellor Paul A. Fioravanti, Jr. addressed one of the more consequential questions in LLC governance disputes: when a founder holds a voting agreement with his co-managers, does that agreement…
Delaware Supreme Court Revives Ex-Partner’s Compensation Claims Against Centerview Partners, Limits Collateral Estoppel
By Carl D. Neff
The long-running dispute between investment banker David Handler and M&A advisory boutique Centerview Partners has taken another turn. In David A. Handler v. Centerview Partners Holdings LP, et al., No. 269, 2025 (Del. Mar. 18, 2026), the Delaware Supreme…