A recent Delaware Court of Chancery decision is required reading for anyone who wants to understand the latest and most scholarly restatement of the nuances of Delaware law on the implied covenant of good faith and fair dealing that I have read in quite some time. In Facilities Holdings, LLC v. ASM Global Parent, LLC
Court of Chancery Updates
Chancery Harmonizes Conflicting Forum Selection Clauses
By Francis Pileggi on
Posted in Court of Chancery Updates
A recent Delaware Court of Chancery decision provides noteworthy guidance about how to reconcile conflicting forum selection clauses. In Kelly Roofing Holdings, LLC v. Flores, C.A. No. 2025-1049-BWD (Del. Ch. June 4, 2026), the court provides a wealth of practical analysis in a relatively short opinion that should be required reading for anyone who…
Chancery Provides First Interpretation of Recently Amended DGCL Section 144
By Francis Pileggi on
Posted in Court of Chancery Updates
Rae Ra, a corporate and commercial litigation associate in the Delaware office of Lewis Brisbois, prepared this synopsis.
The Court of Chancery analyzed the newly amended 8 Del. C. § 144(d)(2) for the first time recently, in Patrick Ayers v. Foley, et al., C.A. No. 2025-0650-LWW (Del. Ch. June 15, 2026) (the “Opinion”)…
Court of Chancery Provides Guidance on Enforcement and Modification of Scheduling Orders
By Francis Pileggi on
Posted in Court of Chancery Updates
A recent ruling of the Delaware Court of Chancery addressed the standards for enforcing scheduling orders and explained the circumstances in which they might be modified. In Volt Energy Utility, LLC v. Elliott, C.A. 2024-0385-PAF, Order (Del. Ch. Mar. 4, 2026), the court instructed that: “Scheduling orders are not merely guidelines but have…
Court of Chancery Clarifies Its Equitable Role and Discretion in Determining Post-Judgment Interest
By Francis Pileggi on
Posted in Court of Chancery Updates
This post was prepared by Rae Ra, a corporate and commercial litigation associate in the Delaware office of Lewis Brisbois.
In William J. Brown v. Matterport, Inc., et al., C.A. No. 2021-0595-LWW (Del. Ch. June 1, 2026) (“Letter Decision”), the Court of Chancery addressed on remand the limited issue of determining post-judgment interest in…
Investor who Controlled Blockholder Director, Not Subject to Delaware Jurisdiction
By Francis Pileggi on
Posted in Court of Chancery Updates
The Delaware Court of Chancery recently analyzed whether the ultimate non-resident decisionmaker for a blockholder director was subject to personal jurisdiction in Delaware, based on a provision in the Delaware Long-Arm Statute that may trigger jurisdiction, not only for an action taken within Delaware, but for an “omission” that occurred in Delaware. In Zync, Inc. …
Chancery Enforces California Forum Selection Clause in Lawsuit to Invalidate Director’s Employment Agreement with Delaware Entity
By Francis Pileggi on
Posted in Court of Chancery Updates
This post was written by Chauna Abner, a corporate and commercial litigation partner at Lewis Brisbois.
The Delaware Court of Chancery recently dismissed a lawsuit by a Delaware corporation against its founder, former CEO, and former director that sought to invalidate the applicable employment agreement after the court found that the agreement’s forum selection clause…
Chancery Addresses Issue of First Impression Regarding Anti-SLAPP Statute and Contract-Related Claims
By Francis Pileggi on
Posted in Court of Chancery Updates
A recent Chancery decision in Tesaro, Inc. v. Anaptyseio, Inc., C.A. No. 2025-1357-KSJM (Del. Ch. April 24, 2026), analyzed claims of repudiation or anticipatory breach of a collaboration agreement between two pharmaceutical companies regarding the development of a cancer drug. The court, in an issue of first impression, analyzed Delaware’s recently amended Anti-SLAPP statute which…
Chancery Bars Claim Based on Latches Regarding Price for Redemption of Units
By Francis Pileggi on
Posted in Court of Chancery Updates
In a mercifully concise decision, the Court of Chancery in Shaw v. MFP Holdings, LLC, C.A. No. 2025-0575-SKR (Del. Ch. April 4, 2026), addressed a claim that a company concealed updated valuation data to depress the valuation price for the redemption of units pursuant to an LLC Agreement. The Honorable Sheldon K. Rennie of the…
Deadlock and Dissolution of LLCs Addressed by Delaware Court of Chancery
By Francis Pileggi on
Posted in Court of Chancery Updates
These highlights were prepared by Maliheh Zare, a corporate and commercial litigation associate in the Delaware office of Lewis Brisbois.
Vice Chancellor Laster’s recent opinion in In re Dynamk Fund Advisors LLC, No. 2026-0002-JTL, 2026 WL 1416650 (Del. Ch. May 20, 2026), offers several practical insights into the law governing judicial dissolution of…