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
Contract Interpretation
Delaware Court of Chancery Rejects Oral Partnership Claim in Investment Banking Case
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
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
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…
Chancery Upholds Agreement Permitting Transfer of Assets; Examines a Century-Long Development of the DGCL
In the recent opinion of Stream TV Networks, Inc. v. SeeCubic, Inc., C.A. No. 2020-0310-JTL (Del. Ch. Dec. 8, 2020) (Laster, V.C.), Vice Chancellor Laster invoked over a century-long development of Delaware corporate jurisprudence to support his ruling that the assets of a 3D television technology company can be transferred to secured creditors, notwithstanding…
Chancery Grants Summary Judgment on Contract Interpretation Claim, Denies Plaintiff’s TRO
In the recent decision of Searchlight CST, L.P. v. MediaMath Holdings, Inc., C.A. No. 2020-0652-SG (Del. Ch. Sept. 28, 2020), the Delaware Court of Chancery granted Defendant MediaMath Holdings, Inc.’s (“Defendant”) motion for summary judgment in connection with a contract dispute over a provision limiting the amount of indebtedness Defendant is able to incur.…