The Delaware Supreme Court’s decision in Thompson Street Capital Partners, IV, LLP v. Sonova United States Hearing Instruments, LLC, No. 168, 224 (Del. April 28, 2025), reversed the dismissal of the claim of a seller challenging the compliance by a buyer with a contractual notice provision.
The high court found that the trial court
The Court of Chancery recently explained who must receive notice in order to satisfy the requirements of 6 Del. C. § 18-110, which provides a summary procedure for LLCs, similar to § 225 for corporations, to determine the proper manager of an LLC. In HREF Senior Worthington LLC v. Conroe WN LLC, C.A.
A recent Delaware Court of Chancery opinion is useful for its analysis of whether the notice provisions for the exercise a redemption right for warrants was in compliance with the terms of the applicable agreement. In Bruce Kaye as Trustee of the Bruce Kaye Revocable Trust v. Fantasea Resorts Group, Inc., C.A. No.
A recent Court of Chancery decision allowed claims to proceed for the refusal to enable the seller of a business to exercise options in the new company. In Osios LLC v. Tiptree, Inc., C.A. No. 2023-0589-NAC (Del. Ch. June 12, 2024), the court described a factual background in which the buyers of a
In a common fact pattern involving allegations that the buyer of a company intentionally derailed the attainment of milestones that would trigger additional payments, the Court of Chancery allowed several claims to survive a motion to dismiss. Trifecta Multi-Media Holdings, Inc. v. WCG Clinical Services LLC, C.A. No. 2023-0699-JTL (Del. Ch. June 10, 2024).
In a targeted proceeding pursuant to Section 225 of the DGCL with the limited purpose of determining whether members of the board of directors were properly removed, the Delaware Court of Chancery determined that the plaintiff did not establish its burden of proof to challenge the removal of board members. In Barbey v. Cerego, Inc
A recent Delaware Court of Chancery decision provides noteworthy rulings on the limited scope of a Section 225 summary proceeding regarding the proper composition of the board of directors, as well as the notice requirements for a written consent in lieu of a stockholders’ meeting pursuant to Section 228 of the Delaware General Corporation Law
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
Dubroff v. Wren Holdings, LLC, C.A. No. 3940-VCN (Del. Ch. Oct. 28, 2011), read 45-page opinion here. See prior Chancery decisions in this case highlighted on these pages here and here.
Issues Addressed
The issues addressed in this gem of an opinion include: (i) whether and when a minority shareholder’s claim for breach