Highlights & Analysis of Key Decisions from Delaware's Supreme Court & Court of Chancery
The Delaware Supreme Court issued a momentous decision recently that should be read by all those who want to know the latest iteration of Delaware law on the limits of judicial equitable review of LLC Agreements.
Key Issue Addressed
In Holifield v. XRI Investment Holdings LLC, Del. Supr., No. 407, 2022 (Sept. 7, 2023)…
Over the nearly two decades that I have maintained this blog, I have written about a fair number of court decisions involving statutory dissolution. The recent Delaware Court of Chancery decision styled: In re Neworld Energy Holdings LLC, C.A. No. 2023-0282-MTZ (Del. Ch. August 24, 2023), granted a motion to dismiss based on an…
A recent Chancery decision addressed many important issues related to a squeeze-out merger involving an LLC in which the minority member claimed that it did not receive a fair price for its minority interest. See Cygnus Opportunity Fund, LLC v. Washington Prime Group, LLC, C.A. No. 2022-0718-JTL (Del. Ch. Aug. 9, 2023). There are…
My latest column on legal ethics for the flagship publication of the American Inns of Court, The Bencher, addresses the titular topic. During the more than 25 years that I have penned the legal ethics column, this topic may be among the most challenging. That is, do the rules of legal ethics provide any…
A recent Delaware Court of Chancery ruling emphasizes the importance of meeting deadlines that are part of a scheduling order, and the consequences for not following those deadlines. In two separate Orders in the matter of Shareholder Representative Services, LLC v. Alexion Pharmaceuticals, Inc., C.A. No. 2020-1069-MTZ, Order (Del. Ch. Mar. 23, 2023), the…
I want to thank my partner, Sean Brennecke, for his valuable contribution to this post.
The titular holding was rendered in the context of whether substantial compliance was established as a defense to a breach of contract claim in a recent decision of the Delaware Court of Chancery in the matter styled LPPAS Representative, LLC …
A recent decision of the Delaware Superior Court cited an article that I co-authored with Chauna Abner that provides a step-by-step guide to transferring cases from the Delaware Court of Chancery to Delaware’s trial court of general jurisdiction, the Superior Court. See RiseDelaware Inc. v. DeMatteis, C.A. No. N22C-09-526-CLS (Del. Super. May 22, 2023). …
The Delaware Court of Chancery recently addressed the titular topic and reasoned after a thorough analysis that, in opposing the appointment of a receiver, counsel’s “purported representation of a defunct limited liability company is not only puzzling, but impossible.” In Re Reinz Wisconsin Gasket, LLC, C.A. No. 2022-0859-MTZ, Slip op. at 2 (Del. Ch.
This short overview provides the basic criteria to be considered when an issue is presented about judicial recusal…
Continue Reading Criteria for Judicial Recusal
A recent decision of the Delaware Court of Chancery is noteworthy for clarifying the less-than-clear case law regarding what specific factual allegations in support of a petition for judicial dissolution of an LLC would survive a motion to dismiss. In the case styled: In re: Dissolution of T&S Hardwoods KD, LLC, C.A. No. 2023-0782-MTZ…