A recent Delaware Court of Chancery decision identified more than 21 reasons why an LLC is not purely a creature of contract. Hassanein v. NTO Fund I, LLC, C.A. No. 2025-0299-DH (JTL) (Del. Ch. August 4, 2026), is noteworthy for several reasons, such as: providing an illustrative, but not exclusive, list of reasons, with
Court of Chancery Updates
Chancery Allows Counter-Counterclaims
A recent Delaware Court of Chancery decision is noteworthy for allowing an unusual procedural vehicle as a reply to counterclaims, as well as featuring an unusual initial retort to the counter-counterclaims, in the context of an intricate series of claims between and among parties involved in a dispute about the ouster an initial investor of…
Latest Episode of Delaware Corporate and Commercial Litigation Insights Podcast
In Episode 3 of the Delaware Corporate Litigation Insights Podcast, hosts Francis Pileggi & Chauna Abner are joined by Lewis Brisbois partner Aimee Czachorowski to examine three recent Delaware Court of Chancery decisions that every corporate litigator should have on their radar. The trio explore how Delaware courts are approaching forum selection clauses in…
Chancery Awards Fees for Pre-Litigation Errant Conduct
Two recent Delaware Court of Chancery decisions awarded fees for errant pre-litigation conduct which makes then noteworthy for that point alone, although there is much else to commend them. In the matter styled Ramadurgam v. Destiny XYZ Inc., C.A. No. 2024-0057-PAF (Del. Ch. July 23, 2026), the court awarded fees for pre-litigation conduct…
Court of Chancery Reaffirms That Minority Members of Manager-Managed LLCs Do Not Ordinarily Owe Fiduciary Duties
These highlights were prepared by Maliheh Zare, a corporate and commercial litigation associate in the Delaware office of Lewis Brisbois.
The Delaware Court of Chancery recently reaffirmed that minority members of a manager‑managed Delaware LLC generally do not owe fiduciary duties to the company or its other members in Ruby Hollow, LLC v. Tharp …
Chancery Rejects Prevention Doctrine Argument in Breach of Contract Analysis
The less than common excuse for a plaintiff not satisfying a required element of a breach of contract claim known as the prevention doctrine was addressed in the recent Delaware Court of Chancery decision styled World Energy, LLC v. Air Products and Chemicals, Inc., C.A. No. 2025-0912-MTZ (Del. Ch. July 6, 2026). The court…
Chancery Addresses AI Hallucinations in Court Filings
A recent Delaware Court of Chancery decision provides a cautionary tale about the issues raised by AI hallucinations in a court filing. In Leiske v. Kidd, C.A. No. 2025-0426-CDW (LWW) (Del. Ch. July 1, 2026), the court addressed a court filing with AI hallucinations and analyzed potential consequences.
Noteworthiness of This Case
This short…
Latest Podcast Episode on Delaware Corporate Litigation
Our latest episode of the Delaware Corporate Litigation Insight podcast is now available. Our guest for this episode is our partner, Sean Brennecke.
We discuss recent decisions of the Delaware Court of Chancery on dissolution of an LLC; whether Delaware or Texas bylaws apply after the recent domestication of Tesla in Texas; as well as…
Chancery’s Deep Doctrinal Dive into the Definition of Voidable v. Void Corporate Acts
A recent Delaware Court of Chancery opinion is required reading for those interested in the important distinction between corporate acts that are void as compared to voidable. In a 100-plus page decision in connection with approving a class action settlement and attorneys’ fees, the Court of Chancery engages in a deep doctrinal dive and scholarly…
Chancery Imposes Contempt Penalties for Non-Compliance with Injunction
The recent Chancery decision in Global Capital Partners, LLC v. Green Sapphire Holdings, Inc., C.A. No. 2024-0877-JTL (Del. Ch. June 23, 2026), provides the analysis that will be applied to determine whether a party contumaciously failed to comply with a court order such as, for example, an injunction or judgment. Highlights of the…