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Carl D. Neff is a Delaware licensed attorney with the law firm of Pierson Ferdinand LLP and is based in Delaware. Carl’s practice focuses in the areas of corporate and commercial litigation before the Delaware Court of Chancery, the Delaware Supreme Court, the Delaware Superior Court and the District of Delaware.

 

The Delaware Court of Chancery recently addressed the complexities of partnership formation–and the importance that an oral agreement contain all material terms–in the decision of Handler v. Centerview Partners Holdings, L.P., C.A. No. 2022-0672-SG (Del. Ch. Apr. 24, 2024).

Background

The case originated from a books and records demand under 6 Del. C. §

In the recent decision of Product Madness, Inc. v. Brooke Kingston, the Delaware Court of Chancery addressed whether portions of Product Madness, Inc.’s complaint and exhibits, related to a confirmed arbitration award, should remain confidential under Court of Chancery Rule 5.1. The Court concluded they should not.

Factual Background:

Product Madness is a corporation

In the decision OrbiMed Advisors LLC v. Symbiomix Therapeutics, LLC, et al., C.A. No. 2023-0769-MTZ, 2024 WL 747567 (Del. Ch. Feb. 23, 2024), the Delaware Court of Chancery considered an advancement dispute.  The Court determined that the defendant was obligated to provide advancement under indemnification agreements between the plaintiffs and a company that defendant

On January 30, 2024, the Delaware Court of Chancery rescinded Tesla, Inc. (“Tesla”)’s January 2018 grant to CEO Elon Musk of performance-based stock options with a potential $55.8 billion maximum value and a $2.6 billion grant date fair value (the “Grant”).[1] The lawsuit was filed derivatively against Musk, in his capacity as Tesla’s controlling shareholder

In Barry Leistner v. Red Mud Enterprises LLC, C.A. No. 2023-0503-SEM (Del. Ch. Dec. 8, 2023), the Delaware Court of Chancery addressed Plaintiff Barry Leistner’s exceptions to a Magistrate’s Final Report that denied his books and records request regarding Red Mud Enterprises LLC. Leistner, a member and investor of the company, previously obtained a

On August 1, 2023, amendments to the Delaware General Corporation Law (“DGCL”) went into effect, simplifying processes for Delaware corporations to take specific corporate actions. The changes focus on authorizing certain stock splits and altering a corporation’s authorized shares.

Key points of the amendments:

Section 242 – Amendments to Certificate of Incorporation:

Stockholder approval is

In the decision of Barbey v. Cerego, Inc., C.A. No. 2022-0107-PAF (Del. Ch., Sept. 29, 2023), the Delaware Court of Chancery considered the proper constitution of a Delaware corporation’s board of directors under Section 225 of the Delaware General Corporation Law (“DGCL”) after members of the board of directors were removed following a corporate inversion.