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.
In Re Nine Systems Corporation Shareholders Litigation, Consol. C.A. No. 3940-VCN (Del. Ch. July 31, 2013).
Issues addressed: (1) inquiry notice; (2) laches; (3) tolling of the statute of limitations (and whether it is a suspension or renewal) while a class action complaint is pending–and prior to denial of class certification.
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…