A recent Delaware Court of Chancery decision clarified Delaware law in connection with determining that an alleged violation of a non-disparagement clause could be the basis to trigger the repurchase of LLC interests post-closing, in connection with the sale of a company—notwithstanding the general rule that the absolute litigation privilege generally bars claims of defamation
LLC Act
Chancery Explains Requirements for Transfer of LLC Member Interests–Bonus Dissolution Discussion
By Francis Pileggi on
Posted in Chancery Court Updates
A recent Delaware Court of Chancery decision is required reading for anyone who wants to know the requirements for validly transferring a member’s interest in an LLC, for example, upon death or bankruptcy of a member.
In Gurney-Goldman v. Goldman, C.A. No. 2023-1124-JTL (Del. Ch. July 12, 2024), the court explained some aspects of…
Chancery Determined Proper LLC Members Pursuant to Section 18-110
By Francis Pileggi on
Posted in Chancery Court Updates
A recent Delaware Court of Chancery decision determined the proper members of an LLC and their respective interests pursuant to Section 18-110 of the Delaware LLC Act. In REM OA Holdings, LLC v. Northern Gold Holdings, LLC, C.A. No. 2022-0582-LWW (Del. Ch. Sept. 20, 2023), the court determined in a post-trial opinion that at…
Supreme Court Clarifies Limits of Judicial Equitable Review of LLC Agreements
By Francis Pileggi on
Posted in Delaware Supreme Court Updates
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)…
Advancement Denied for Post-Employment Activity
By Francis Pileggi on
Posted in Chancery Court Updates
In a rare example of the Court of Chancery denying a a former corporate officer’s advancement claim–after an initial decision granting it–the court changed its prior opinion, after a complaint in the underlying case was amended to limit the underlying claims at issue to post-employment breach of contract claims, and based on that amendment the…
Chancery Rejects Claims of Departing Member of LLC Who Co-Founded Hedge Fund
By Francis Pileggi on
Posted in Chancery Court Updates
Olson v. Halvorsen, No. 1884-VCL (Del. Ch., May 13, 2009), read opinion here
Two prior Delaware Chancery Court opinions in this case were previously summarized here.
This most recent iteration of a bitter dispute between three co-founders of a hedge fund addressed whether a departing member of an LLC was only entitled to…