This is the 20th-anniversary edition of Francis Pileggi’s annual list of key corporate and commercial decisions of the Delaware Supreme Court and the Delaware Court of Chancery. This year’s list does not attempt to include all important decisions of those courts that were rendered in 2024, and eschews some of the cases already extensively discussed
LLC Act
Chancery Relies on Promissory Estoppel to Resolve LLC Ownership Dispute
By Francis Pileggi on
Posted in Court of Chancery Updates
Sean Brennecke, a partner in the Delaware office of Lewis Brisbois Bisgaard & Smith, prepared this post.
In a limited post-trial opinion, Vice Chancellor Glasscock relied on the doctrine of promissory estoppel to hold that a person had an ownership in a Delaware LLC despite not being identified as an owner in an LLC’s formation…
Removal of LLC Manager Upheld
By Francis Pileggi on
Posted in Court of Chancery Updates
In an expedited post-trial decision, the Delaware Court of Chancery recently determined who the proper managers were of an LLC, as well as the validity of the removal of a manager, pursuant to the summary proceedings provided for in Section 18-110 of the Delaware Limited Liability Company Act. In St. Peters, L.P. v. Bold On …
Chancery Rules that Primacy of Contract Allows Repurchase of LLC Units Based on Non-Disparagement Claims Despite Absolute Litigation Privilege
By Francis Pileggi on
Posted in Court of Chancery Updates
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…
Chancery Explains Requirements for Transfer of LLC Member Interests–Bonus Dissolution Discussion
By Francis Pileggi on
Posted in Court of Chancery 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 Court of Chancery 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 Court of Chancery 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 Court of Chancery 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…