Shareholders, Summary Judgment, Business Litigation

Chancery Says Litigation Privilege No Shield Against LLC Interest Repurchase

Morris James LLP on 2/26/2025

Seva Holdings Inc. v. Octo Platform Equity Holdings, LLC, C.A. No. 2022-0437-PWR (Del. Ch. Aug. 29, 2024) - In deciding limited cross motions for summary judgment, the Court of Chancery held that the absolute litigation...more

The Little Buy-Sell That Could

Farrell Fritz, P.C. on 2/3/2025

With apologies to the pseudonymous children’s book author Watty Piper, this is the story of a humble buy-sell provision in a family-owned LLC’s operating agreement that temporarily ran out of steam in the lower court, only to...more

Can a Shareholder Be Oppressed After Ceding Control? Oppression, Reasonable Expectations, and Contractual Formalism

Farrell Fritz, P.C. on 1/13/2025

One of the first business divorce cases that I participated in as a young litigator was a lengthy arbitration over whether a minority shareholder was oppressed under BCL 1104-a. With those fond memories, evolution of the...more

DE Supreme Court: No Class Vote Required Where Corporations With Multi-Class Capital Structure Adopted Exculpatory Charter...

Ballard Spahr LLP on 1/30/2024

Delaware’s Supreme Court unanimously rejected challenges by stockholders of two corporations who argued the respective companies invalidly adopted exculpatory charter provisions without giving each class of stock a separate...more

Misappropriated Watering Hole Becomes Money Judgment Sinkhole

Farrell Fritz, P.C. on 5/15/2023

Occasionally, we come across post-trial decisions with such scathing rebuke of one side that it’s difficult to imagine why the loser ever chose to take the case to trial. O’Mahony v Whiston is a perfect example....more

Equitable Standing in Shareholder Derivative Suit Bows to the Contemporaneous Ownership Rule

Farrell Fritz, P.C. on 5/16/2022

In 2008, Vice Chancellor J. Travis Laster of the Delaware Court of Chancery — one of the many intellectual giants and gifted writers who’ve occupied seats on that bench — published an article in the Delaware Journal of...more