The Delaware Court of Chancery recently explained under what circumstances dual claims will be allowed to proceed for both breach of fiduciary duty and breach of contract in the context of the manager of an LLC allegedly using LLC assets for his personal benefit in a manner not shared by all the other LLC members.
Chancery Addresses Right to Direct Claim for Dilution of Minority Shareholders
Carsanaro v. Bloodhound Technologies, Inc., C.A. No. 7301-VCP (Del. Ch. March 15, 2013).
This 76-page Chancery decision addresses issues that include the following: (1) when a claim for dilution of minority shares can be pursued directly instead of, or in addition to, derivately; (2) restrictions imposed by DGCL Section 160 on the right to redeem…
Chancery Rejects Challenge to Arbitration Decision
Pryor v. IAC/InterActiveCorp., C.A. No. 6884-CS (Del. Ch. June 7, 2012).
Issues Presented: (1) Whether the challenge to an arbitration award via a Chancery complaint was timely; and (2) Whether a collateral attack of the award was permissible.
Short Answer: The Court dismissed the complaint as untimely and any related issues would be…
Chancery Allows Amendment of Complaint to Seek Equitable Tolling of Breach of Fiduciary Duty Claims Against a Family Controlled Entity
Buerger v. Apfel, C.A. No. 6539-VCL (Del. Ch. March 15, 2012).
Whether equitable tolling could save claims that would otherwise be barred by the applicable statute of limitations or latches, which defendants argued should block any challenge to certain stock options and other related-party transactions.
The disputed transactions involve a company…