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 agreement’s antisuit clause did not bar the petition. What doomed it was a prior arbitration award that had already stripped the petitioner of the managerial authority he needed to establish deadlock.

Background

Mario and Daniella Kranjac are siblings who co-founded Dynamk Fund Advisors LLC, a manager-managed Delaware LLC in the life sciences venture capital space. A third member, Reinhard Vogt, held a minority interest. Both siblings had affiliates designated as co-managers under the LLC agreement.

The siblings’ relationship broke down. Mario used his Dynamk email to conduct government business while serving as mayor of Englewood Cliffs, New Jersey, pulling the company into a public records dispute with the state Attorney General. He grew adversarial toward Daniella, employees, and contractors. The disputes eventually went to arbitration. The arbitrator issued a 99-page award rejecting all of Mario’s claims and, more importantly, concluded that any management decision Mario believed he needed to make “would fall into the category of material or non-day-to-day decisions which require ‘Member consent'” (meaning Majority Approval) and that he had “no unilateral authority to make any management determinations or decisions” without it. A New York court confirmed the award as a judgment.

Mario then filed a dissolution petition in the Court of Chancery under Section 18-802 of the LLC Act, contending that he and Daniella were deadlocked at the manager level and that it was no longer reasonably practicable for the Company to carry on its business.

The Antisuit Provision

The Company raised the LLC agreement’s antisuit provision as a threshold defense: Mario could not commence any litigation “involving the Company” without first obtaining Majority Approval. Vice Chancellor Laster identified three competing interpretations. The “Every-Claim Reading,” advanced by the Company, would bar any lawsuit involving the Company by anyone. The “Manager-Authority Reading,” which the court favored on the merits, would limit the provision to a manager’s ability to cause the Company to take action. The “Company-Claim Reading” would apply the provision to claims brought by or on behalf of the Company, including derivative claims, but not to direct member claims.

The court could not write on a clean slate. The prior arbitration award and the confirming New York judgment carried issue-preclusive effect, and both had adopted the Company-Claim Reading. The arbitrator applied the antisuit provision to dismiss Mario’s derivative claims but left direct claims untouched, including counterclaims for breach of the implied covenant and defamation, and Mario’s own books-and-records rights. That interpretation bound the Court of Chancery. Because a dissolution petition is a direct claim that a member brings in his own right, the antisuit provision did not bar it.

Vice Chancellor Laster nonetheless explained at length why the Every-Claim Reading would be untenable: it would function as a discretionary covenant not to sue, would conflict with the LLC Act’s derivative action provision, and could nullify the LLC agreement’s own preserved fiduciary duty remedies. He also called R & R Capital v. Buck & Doe Run Valley Farms, the 2008 decision holding that LLC agreements can waive the right to judicial dissolution, “wrongly decided.” That is a signal worth noting for anyone drafting dissolution waivers in Delaware.

The Dissolution Claim Fails Anyway

The real force of the opinion is in the merits analysis. Under Section 18-802, dissolution may be appropriate where deadlock exists at the governing-body level with no mechanism to break it. The prior award had eliminated both conditions. It stripped Mario of independent managerial authority and vested effective day-to-day control in Daniella alone. Without co-equal managers, there was no deadlock. At the member level, Mario, Daniella, and Vogt each held minority interests, so any two of them could deliver Majority Approval. The court concluded that under the binding rulings, “it is no longer reasonably conceivable that there could be a deadlock.”

Takeaway

Dynamk makes clear that a dissolution claim based on management deadlock depends on the governance structure as it actually exists when the petition is filed, not as it stood before prior proceedings reshaped it. Where an arbitration has already allocated management authority in a way that eliminates mutual veto power, a deadlock theory will not survive a motion to dismiss. Practitioners advising clients in multi-member LLC disputes should think carefully about the cumulative effect of prior proceedings on any contemplated dissolution strategy. And Vice Chancellor Laster’s skepticism toward provisions that cut off a member’s access to core statutory remedies, dissolution included, deserves attention.