The award of interest is one of those questions that decides real money but rarely receives sustained judicial attention. A recent decision from the Court of Chancery is a useful reminder that, in equity, the rate of interest is a matter of discretion rather than mechanical application of a statute. In William J. Brown v.
Delaware Superior Court Confirms Shareholder Representative Standing and Dismisses a Duplicative Implied Covenant Claim
Post-closing merger disputes are increasingly litigated not by the selling stockholders themselves but by a designated shareholder representative acting on their behalf. That structure is now standard in private M&A, yet buyers still test it, often by arguing that the representative is not the real party in interest. In Shareholder Representative Services, LLC v. Follett
Chancery Imposes Spoliation Sanctions Over Vanishing Signal Messages in the WWE Merger Litigation
The Court of Chancery has issued a significant decision on the preservation of electronically stored information, and it should give pause to anyone who relies on disappearing-message applications after litigation is on the horizon. In In re World Wrestling Entertainment, Inc. Merger Litigation, Consol. C.A. No. 2023-1166-JTL (Del. Ch. May 26, 2026), Vice
Chancery Dismisses KnowBe4 Stockholder Challenge: No Control Group, and a Cleansing Vote
A recurring question in deal litigation is when a handful of large investors who roll over their equity in a take-private become a “control group” subject to entire fairness review. In Le Clair v. KnowBe4, Inc., C.A. No. 2024-1143-KSJM (Del. Ch. May 27, 2026), Chancellor Kathaleen St. J. McCormick answered that question against
When a Board Designee Serves Two Masters: Zync v. Porsche in the Court of Chancery
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
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
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
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
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