A recurring tension in venture-backed companies is that the investor who funds the business often wants a seat at the board table, and once its designee takes that seat, he or she owes fiduciary duties to the company, not to the investor who put them there. A recent decision from the Court of Chancery shows
Does “Defend” Mean “Advance”? Not Necessarily, Says the Court of Chancery
By Carl D. Neff on
A recent Court of Chancery decision underscores how much weight LLC drafters place on a single word, and how exposed a member can be when that word does not say what it needs to say. In USAB NY Inc. v. Glic Health LLC, C.A. No. 2026-0052-CDW (Del. Ch. May 20, 2026), Magistrate in…
No Authority, No Deadlock: Vice Chancellor Laster Dismisses LLC Dissolution Petition in Dynamk
By Carl D. Neff on
Vice Chancellor J. Travis Laster’s recent opinion in In re: Dynamk Fund Advisors LLC, C.A. No. 2026-0002-JTL (Del. Ch. May 20, 2026) sits at the intersection of LLC dissolution claims, arbitration awards, and antisuit provisions. The court granted the respondent’s motion to dismiss, but not on the ground the respondent led with. The LLC…
Calculation or Interpretation? Delaware Superior Court Holds Earn-Out Definition Dispute Falls Outside Accountant True-Up Mechanism
By Carl D. Neff on
On April 24, 2026, the Complex Commercial Litigation Division of the Delaware Superior Court denied the buyer’s motion to dismiss in Second Run, LLC f/k/a Webata, LLC v. 1WorldSync, Inc., C.A. No. N25C-08-068 KMM CCLD (Del. Super. Apr. 24, 2026). The decision draws a clean line between a calculation dispute that belongs with…
“A Product of Mutual Deceit”: Court of Chancery Rejects Manufactured Corporate Records in Section 225 Control Fight
By Carl D. Neff on
In a case the court itself characterized as “a product of mutual deceit,” Vice Chancellor Will issued a post-trial memorandum opinion in Ami Shafrir Berg v. Shai Bar-Lavi, et al., C.A. No. 2025-0959-LWW (Del. Ch. Mar. 27, 2026), rejecting a plaintiff’s attempt to seize control of Tracki, Inc. through a Section 225 proceeding…
Calling Your Accountant an “Arbitrator” Doesn’t Make It So — Court of Chancery Dismisses Post-Closing True-Up Dispute for Lack of Jurisdiction
By Carl D. Neff on
In Driven Intermediate Holdings, Inc. v. Jimenez, C.A. No. 2024-0150-LWW (Del. Ch. Mar. 31, 2026), Vice Chancellor Will addressed a question that arises frequently in post-M&A purchase price adjustment disputes: when the parties submit their disagreement to an independent accountant, does that accountant act as an arbitrator or as an expert? The answer…
Court of Chancery Rules Astellas Not Obligated to Pay $115 Million in Post-Merger Milestone Payments
By Carl D. Neff on
Vice Chancellor Rennie’s memorandum opinion (by designation) in Shareholder Representative Services LLC v. Astellas Pharma Inc., C.A. No. 2023-0952-SKR (Del. Ch. Mar. 31, 2026) serves as a cautionary tale about the critical importance of precise contractual definitions in pharmaceutical acquisitions — particularly when over $100 million in milestone payments hinges on the meaning of…
YWCA of Rochester v. Hatteras Funds: Court of Chancery Denies Rule 23.1 Motion, Clarifies Double-Derivative Standing for Feeder Fund Investors
By Carl D. Neff on
In a detailed, 55-page opinion issued on March 31, 2026, Vice Chancellor Laster denied the defendants’ motion to dismiss a derivative action challenging a disastrous asset sale by the Hatteras Master Fund. In Young Women’s Christian Association of Rochester and Monroe County v. Hatteras Funds, LP, et al., C.A. No. 2024-1264-JTL (Del. Ch. Mar.
Chancery Holds Forum Selection Clause in Stock Repurchase Agreement Does Not Bar Claims Arising Under Incorporated Separation Agreement
By Carl D. Neff on
A Memorandum Opinion issued by Vice Chancellor Lori W. Will on March 17, 2026 in Armaments Research Company, Inc. v. William O’Neil, C.A. No. 2025-0944-LWW (Del. Ch. Mar. 17, 2026) provides an important reminder about the limits of forum selection clauses in multi-agreement transactions. The court dismissed an AI weapons analytics company’s attempt to…
Court of Chancery Rules Fraud Claims Trigger Investigation Rights Under MIPA Indemnification Provisions
By Carl D. Neff on
In DRS Family Holdings, Inc. v. Regal Buyer, LLC, C.A. No. 2025-1452-BWD (Del. Ch. Mar. 10, 2026), Vice Chancellor David addressed a narrow but practically significant question of contract interpretation: whether a fraud claim—carved out from a membership interest purchase agreement’s exclusive remedy provision—nevertheless triggers the investigation rights afforded to an indemnifying party…