In Rostowsky v. Hirsch, C.A. No. 2022-0004-SG (Del. Ch. Oct. 15, 2024), the Delaware Court of Chancery addressed the ownership interest held by plaintiff, Ari Rostowsky, in a business he formed with the defendants, Laura Hirsch and Lisa True, even though he was not included as a member under the LLC operating agreement. The
Shareholder Disputes
Delaware Court of Chancery Dismisses Caremark Claim for Failure to Sufficiently Plead Demand Futility
By Carl D. Neff on
The Delaware Court of Chancery recently dismissed a derivative lawsuit asserting a Caremark claim for failure to adequately allege demand futility under Court of Chancery Rule 23.1. The opinion, Pettry v. Smith, et al., C.A. No. 2019-0795-JRS (Del. Ch. June 28, 2021), provides a helpful roadmap regarding the assertion of demand futility under Delaware…
Court of Chancery Dismisses Defamation Claim, Rejects Parties’ Stipulation to Hear Claim Under Clean-Up Doctrine
By Carl D. Neff on
In the recent decision of DG BF, LLC, et al. v. Michael Ray, et al., C.A. No. 2020-0459-MTZ (Del. Ch. June 30, 2021), the Delaware Court of Chancery declined to exercise subject matter jurisdiction over a defamation claim despite the parties stipulating to have the Court hear such claim under the clean-up doctrine.
Earlier,…
Delaware Court of Chancery Permits Validation of Defective Act Under Section 205 of the DGCL; Failure of Authorization Distinguished from Absence of Corporate Power
By Carl D. Neff on
In a rare decision pertaining to Section 205 of the DGCL handed down today by the Delaware Court of Chancery, Applied Energetics, Inc. v. Farley, et al., C.A. No. 2018-0489-JTL (Del. Ch. Aug. 3, 2020), Vice Chancellor Laster granted summary judgment in favor of a plaintiff who challenged a defective board action, as result…