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.
Contract Interpretation
Calculation or Interpretation? Delaware Superior Court Holds Earn-Out Definition Dispute Falls Outside Accountant True-Up Mechanism
By Carl D. Neff on
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…
Court of Chancery Rules Astellas Not Obligated to Pay $115 Million in Post-Merger Milestone Payments
By Carl D. Neff on
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…
Chancery Holds Forum Selection Clause in Stock Repurchase Agreement Does Not Bar Claims Arising Under Incorporated Separation Agreement
By Carl D. Neff on
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
By Carl D. Neff on
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…
Unambiguous LLC Agreement Terms Prevail: When Investors Can Remove a CEO Without Board Consent
By Carl D. Neff on
In Star America Rail Holdco, LLC v. Casey Cathcart and Cathcart Rail Holdco, LLC, C.A. No. 2024-0883-LWW, the Delaware Court of Chancery considered whether unambiguous LLC agreement terms allowed an outside investor to remove a company’s CEO without the board’s consent. The Court decided that unambiguous terms of an agreement prevail, and the investor…
Delaware Court Enforces LLC Agreement’s Management Structure in Prince Estate Dispute
By Carl D. Neff on
In the recent decision of McMillan, et al. v. Nelson, et al., C.A. No. 2024-0016-KSJM (Del. Ch.), the Delaware Court of Chancery reaffirmed the primacy of contractual language in LLC governance disputes. McMillan centered on a dispute over the management of Prince Legacy, LLC, an entity formed to manage assets from the estate…
Delaware Court of Chancery Rejects Oral Partnership Claim in Investment Banking Case
By Carl D. Neff on
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. §…
Merger Misfire: Cephalon Shareholders’ CVR Claims Fizzle in Delaware
By Carl D. Neff on
In a recent decision that underscores the importance of precise contract language in M&A deals, the Delaware Court of Chancery dealt a blow to former Cephalon shareholders seeking a post-merger payday. The case, Himawan v. Cephalon, Inc., C.A. No. 2018-0075-SG (Del. Ch.), centered on the interpretation of contingent value rights (CVRs) issued as…
Delaware Court of Chancery Grants in Part and Denies in Part Defendants’ Motion to Dismiss Direct and Derivative Claims
By Carl D. Neff on
In the recent decision of Schoenmann v. Irvin, et al., C.A. No. 2021-0326-SG (Del. Ch. Jun. 2, 2022), the Delaware Court of Chancery denied in part and granted in part Defendants’ motion to dismiss Plaintiff’s direct and derivative claims against Clear Align, LLC and its President, CEO and majority Board member, Angelique Irvin. While…