A recent Delaware Court of Chancery decision is notable for featuring the resolution of a dispute regarding the valid managers of an LLC, and rejecting the “bump-out theory” of replacing LLC managers–that is, incumbent managers need to be removed before their replacements can validly “take their seats”. The ruling in Llamas v. Titus, C.A.
DGCL Section 225
Chancery Determines Effectiveness of Written Consents of Stockholders pursuant to DGCL Section 228
By Francis Pileggi on
Posted in Chancery Court Updates
Boris v. Schaheen, C.A. No. 8160-VCN (Del. Ch. Dec. 2, 2013).
Issue Addressed: Whether the written consents of stockholders pursuant to DGCL Section 228 effectively selected new board members.
Brief Overview
This 51-page post-trial decision addressed the effectiveness of written consents of stockholders that were designed to select new board members. The two…
Appeal of Chancery Ruling on Ouster of CEO by Board
By Francis Pileggi on
Klaassen v. Allegro Dev. Corp. et al., No. 8626-VCL (Del. Ch. Nov. 7, 2013).
This Chancery decision is the subject of an appeal to the Delaware Supreme Court. Among the issues to be addressed by Delaware’s high court is whether the actions of a board to dismiss the CEO, who also had voting power…
Chancery Bars Claims Based on “Issue Preclusion” Doctrine
By Francis Pileggi on
Posted in Chancery Court Updates
TR Investors, LLC v. Genger, C.A. No. 6697-CS (Del. Ch. Feb. 18, 2013).
Issue addressed: Whether the doctrine of “issue preclusion” prevented the relitigation of issues previously decided, and thus supported the grant of a motion for summary judgment. Short answer: Yes.
Short Overview
This 58-page opinion chronicles the long and tortuous…
Key Corporate and Commercial Decisions in the 2nd and 3rd Quarters of 2012
Key corporate and commercial decisions that we have highlighted, with commentary, over the last few months (roughly the 2nd and 3rd quarters of 2012), are compiled at the hyperlinks below for the convenience of our readers.
Supreme Court Upholds $2 Billion Judgment and $300 Million Fee Award
LP Member Protected from Self-Interested Transaction by Terms …