In a detailed, 55-page opinion issued on March 31, 2026, Vice Chancellor Laster denied the defendants’ motion to dismiss a derivative action challenging a disastrous asset sale by the Hatteras Master Fund. In Young Women’s Christian Association of Rochester and Monroe County v. Hatteras Funds, LP, et al., C.A. No. 2024-1264-JTL (Del. Ch. Mar.
Shareholder Disputes
Delaware Supreme Court Revives Ex-Partner’s Compensation Claims Against Centerview Partners, Limits Collateral Estoppel
By Carl D. Neff on
The long-running dispute between investment banker David Handler and M&A advisory boutique Centerview Partners has taken another turn. In David A. Handler v. Centerview Partners Holdings LP, et al., No. 269, 2025 (Del. Mar. 18, 2026), the Delaware Supreme Court reversed the Court of Chancery’s dismissal of Handler’s compensation-related counterclaims, holding that the…
Ownership Without Membership: Delaware Court Enforces 15% Business Interest Through Promissory Estoppel
By Carl D. Neff on
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…
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…