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”)
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.
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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).…
Merger Misfire: Cephalon Shareholders’ CVR Claims Fizzle in Delaware
By Carl D. Neff
In a recent decision that underscores the importance of precise contract language in M&A deals, the Delaware Court of Chancery dealt a blow to former Cephalon shareholders seeking a post-merger payday. The case, Himawan v. Cephalon, Inc., C.A. No. 2018-0075-SG…
Chancery Determines that Arbitration Filings Are Not Confidential Under Rule 5.1
By Carl D. Neff
In the recent decision of Product Madness, Inc. v. Brooke Kingston, the Delaware Court of Chancery addressed whether portions of Product Madness, Inc.’s complaint and exhibits, related to a confirmed arbitration award, should remain confidential under Court of Chancery…
Delaware Chancery Dismisses Complaint for Failure to Adequately Allege Demand Futility
By Carl D. Neff
In the decision of Harrison Metal Capital III, L.P., v. Mathé, et al., C.A. No. 2022-0261-PAF (Del. Ch. Mar. 27, 2024), the Delaware Court of Chancery considered whether plaintiff adequately plead demand futility under Rule 23.1 in its suit…
Chancery Orders Advancement Under Indemnification Agreements of Cancelled Company
By Carl D. Neff
In the decision OrbiMed Advisors LLC v. Symbiomix Therapeutics, LLC, et al., C.A. No. 2023-0769-MTZ, 2024 WL 747567 (Del. Ch. Feb. 23, 2024), the Delaware Court of Chancery considered an advancement dispute. The Court determined that the defendant was obligated…
Delaware Court of Chancery Rescinds Musk’s $55.8B Tesla Stock Option Grant in Key Decision on Corporate Transactions with Controlling Stockholders
By Carl D. Neff
On January 30, 2024, the Delaware Court of Chancery rescinded Tesla, Inc. (“Tesla”)’s January 2018 grant to CEO Elon Musk of performance-based stock options with a potential $55.8 billion maximum value and a $2.6 billion grant date fair value (the…