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
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
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
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
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
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
A Voting Agreement Is Not a Proxy: Chancery Invalidates LLC Officer Removal in Ropko v. McNeill
In a post-trial Memorandum Opinion issued on March 16, 2026, Vice Chancellor Paul A. Fioravanti, Jr. addressed one of the more consequential questions in LLC governance disputes: when a founder holds a voting agreement with his co-managers, does that agreement authorize him to execute a written removal consent on their behalf? The court’s answer in
Delaware Supreme Court Revives Non-Compete Claims Tied to Equity Incentive Awards in Payscale v. Norman
The Delaware Supreme Court’s decision in Payscale Inc. v. Erin Norman and BetterComp, Inc., No. 297, 2025 (Del. Mar. 19, 2026), is an important course correction for employers seeking to enforce restrictive covenants tied to equity incentive plans. In a reversal of the Court of Chancery, the Supreme Court held that Vice Chancellor
Delaware Supreme Court Revives Ex-Partner’s Compensation Claims Against Centerview Partners, Limits Collateral Estoppel
The long-running dispute between investment banker David Handler and M&A advisory boutique Centerview Partners has taken another turn. In David A. Handler v. Centerview Partners Holdings LP, et al., No. 269, 2025 (Del. Mar. 18, 2026), the Delaware Supreme Court reversed the Court of Chancery’s dismissal of Handler’s compensation-related counterclaims, holding that the
Chancery Grants Advancement to Corporation Co-Founder Amid Federal Cryptocurrency Investigation
In a thorough 52-page report issued on March 6, 2026, Magistrate Wright of the Court of Chancery resolved cross-motions for summary judgment in Manche v. MVMT Labs, Inc., C.A. No. 2025-1407-CDW, granting advancement to a corporation’s co-founder who incurred legal fees in connection with a federal investigation into the corporation’s cryptocurrency activities. The