The award of interest is one of those questions that decides real money but rarely receives sustained judicial attention. A recent decision from the Court of Chancery is a useful reminder that, in equity, the rate of interest is a
Delaware Business Dispute Blog
Review of Business and Commercial Litigation in the State of Delaware and Beyond
The Delaware Business Dispute Blog, published by Carl D. Neff, focuses on legal issues related to Delaware corporate and partnership law. It covers topics such as Delaware General Corporation Law (DGCL) Section 220 books and records demands, stockholder rights and litigation, appraisal rights, corporate governance, partnership agreement disputes, valuation issues, and Delaware Court of Chancery decisions. The blog analyzes procedural and substantive aspects of corporate disputes, including amendments to Delaware statutes, court rulings on inspection rights, and practical implications for stockholders, founders, and corporate entities. It also addresses founder protection strategies and evolving governance structures through company growth stages.
Blog Authors
Latest from Delaware Business Dispute Blog
Chancery Imposes Spoliation Sanctions Over Vanishing Signal Messages in the WWE Merger Litigation
By Carl D. Neff
The Court of Chancery has issued a significant decision on the preservation of electronically stored information, and it should give pause to anyone who relies on disappearing-message applications after litigation is on the horizon. In In re World Wrestling Entertainment…
Chancery Dismisses KnowBe4 Stockholder Challenge: No Control Group, and a Cleansing Vote
By Carl D. Neff
A recurring question in deal litigation is when a handful of large investors who roll over their equity in a take-private become a “control group” subject to entire fairness review. In Le Clair v. KnowBe4, Inc., C.A. No. 2024-1143-KSJM (Del.
When a Board Designee Serves Two Masters: Zync v. Porsche in the Court of Chancery
By Carl D. Neff
A recurring tension in venture-backed companies is that the investor who funds the business often wants a seat at the board table, and once its designee takes that seat, he or she owes fiduciary duties to the company, not to…
Does “Defend” Mean “Advance”? Not Necessarily, Says the Court of Chancery
By Carl D. Neff
A recent Court of Chancery decision underscores how much weight LLC drafters place on a single word, and how exposed a member can be when that word does not say what it needs to say. In USAB NY Inc. v.
No Authority, No Deadlock: Vice Chancellor Laster Dismisses LLC Dissolution Petition in Dynamk
By Carl D. Neff
Vice Chancellor J. Travis Laster’s recent opinion in In re: Dynamk Fund Advisors LLC, C.A. No. 2026-0002-JTL (Del. Ch. May 20, 2026) sits at the intersection of LLC dissolution claims, arbitration awards, and antisuit provisions. The court granted the respondent’s…
Calculation or Interpretation? Delaware Superior Court Holds Earn-Out Definition Dispute Falls Outside Accountant True-Up Mechanism
By Carl D. Neff
On April 24, 2026, the Complex Commercial Litigation Division of the Delaware Superior Court denied the buyer’s motion to dismiss in Second Run, LLC f/k/a Webata, LLC v. 1WorldSync, Inc., C.A. No. N25C-08-068 KMM CCLD (Del. Super. Apr. 24, 2026)…
“A Product of Mutual Deceit”: Court of Chancery Rejects Manufactured Corporate Records in Section 225 Control Fight
By Carl D. Neff
In a case the court itself characterized as “a product of mutual deceit,” Vice Chancellor Will issued a post-trial memorandum opinion in Ami Shafrir Berg v. Shai Bar-Lavi, et al., C.A. No. 2025-0959-LWW (Del. Ch. Mar. 27, 2026), rejecting…
Calling Your Accountant an “Arbitrator” Doesn’t Make It So — Court of Chancery Dismisses Post-Closing True-Up Dispute for Lack of Jurisdiction
By Carl D. Neff
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…
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…