Highlights & Analysis of Key Decisions from Delaware's Supreme Court & Court of Chancery
The Delaware Supreme Court provides useful clarification regarding when a fraudulent concealment claim tolls the statute of limitations for indemnification claims, in LGM Holdings, LLC v. Gideon Schurder, et al., Del. Supr., No. 314, 2024 (April 22, 2025).
Background
In this post-closing dispute involving claims of intentional breach of representations and warranties in…
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.
Useful Takeaways…
Buerger v. Apfel, C.A. No. 6539-VCL (Del. Ch. March 15, 2012).
Issue Presented
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.
Background
The disputed transactions involve a company…