A recent Delaware Court of Chancery decision clarified Delaware law in connection with determining that an alleged violation of a non-disparagement clause could be the basis to trigger the repurchase of LLC interests post-closing, in connection with the sale of a company—notwithstanding the general rule that the absolute litigation privilege generally bars claims of defamation
Chancery Court Updates
Court of Chancery Defines “Officers” Entitled to Advancement Rights
By Francis Pileggi on
Posted in Chancery Court Updates
Andrew A. Ralli, an associate in the Wilmington office of Lewis Brisbois, prepared this blog post.
A recent Delaware Court of Chancery decision determined whether persons seeking advancement satisfied the undefined term “officer” under the Bylaws and the Delaware General Corporation Law (the “DGCL”). In Gilbert v. Unisys Corp., No. 2023-0513-PAF (Del. Ch.
Chancery Reviews Report of Special Magistrate Regarding Receivership
By Francis Pileggi on
Posted in Chancery Court Updates
A recent Delaware Court of Chancery decision addressed issues with the receivership of a defunct corporation and the report of a Special Magistrate appointed to investigate claims against the court-appointed Receiver. In B.E. Capital Management Fund LP v. Fund.com Inc., C.A. No. 12843-VCL (Del. Ch. July 18, 2024), the court reviewed the report…
Chancery rules ex-CEO’s objections to indemnification payback are too little, too late
By Francis Pileggi on
Posted in Chancery Court Updates
Frank Reynolds, who has been covering Delaware corporate decisions for various national publications for over 35 years, prepared this article
The Delaware Court of Chancery recently ordered biotech firm InterMune Inc.’s former CEO to repay nearly $6 million in director and officer insurance funds he spent trying to overturn his felony wire fraud conviction…
Charging Lien is Exclusive Remedy of Judgment Creditor against Delaware LLC Member’s Interests
By Francis Pileggi on
Posted in Chancery Court Updates
The Delaware Court of Chancery recently explained that a charging lien is the exclusive remedy of a judgment creditor against a member’s interest in an LLC, in XRI Investment Holdings LLC v. Holifield, C.A. No. 2021-0619-JTL (Del. Ch. July 24, 2024). See Slip op. at 7-8 and footnote 6 (citing Section 18-703(d) and other…
Chancery Explains Requirements for Transfer of LLC Member Interests–Bonus Dissolution Discussion
By Francis Pileggi on
Posted in Chancery Court Updates
A recent Delaware Court of Chancery decision is required reading for anyone who wants to know the requirements for validly transferring a member’s interest in an LLC, for example, upon death or bankruptcy of a member.
In Gurney-Goldman v. Goldman, C.A. No. 2023-1124-JTL (Del. Ch. July 12, 2024), the court explained some aspects of…
Chancery Finds Duty of Disclosure in Proxy Statement Not Breached
By Francis Pileggi on
Posted in Chancery Court Updates
A recent Delaware Court of Chancery decision provides a concise summary of the fiduciary duty of disclosure in the context of a proxy statement. In Stansell v. Rosensweig, C.A. No. 2023-0180-PAF (Del. Ch., June 12, 2024), the court rejected the claim that the proxy statement should have included a reference to reports that students…
Chancery Allows Claims for Refusal to Enable Exercise of Options
By Francis Pileggi on
Posted in Chancery Court Updates
A recent Court of Chancery decision allowed claims to proceed for the refusal to enable the seller of a business to exercise options in the new company. In Osios LLC v. Tiptree, Inc., C.A. No. 2023-0589-NAC (Del. Ch. June 12, 2024), the court described a factual background in which the buyers of a…
Claims for Impeding Milestones After Sale of Company Allowed to Proceed
By Francis Pileggi on
Posted in Chancery Court Updates
In a common fact pattern involving allegations that the buyer of a company intentionally derailed the attainment of milestones that would trigger additional payments, the Court of Chancery allowed several claims to survive a motion to dismiss. Trifecta Multi-Media Holdings, Inc. v. WCG Clinical Services LLC, C.A. No. 2023-0699-JTL (Del. Ch. June 10, 2024).
Chancery Court finds Anaplan merger price challenge suit fails Corwin test
By Francis Pileggi on
Posted in Chancery Court Updates
Frank Reynolds, who has been covering Delaware corporate decisions for various national publications for over 35 years, prepared this article.
The Delaware Court of Chancery, citing the milestone Corwin decision, recently dismissed a suit by Anaplan Inc. shareholders who claimed post-merger pact equity grants for some officers and directors cheated them out of $400…