Post-closing merger disputes are increasingly litigated not by the selling stockholders themselves but by a designated shareholder representative acting on their behalf. That structure is now standard in private M&A, yet buyers still test it, often by arguing that the representative is not the real party in interest. In Shareholder Representative Services, LLC v. Follett
Does “Defend” Mean “Advance”? Not Necessarily, Says the Court of Chancery
A recent Court of Chancery decision underscores how much weight LLC drafters place on a single word, and how exposed a member can be when that word does not say what it needs to say. In USAB NY Inc. v. Glic Health LLC, C.A. No. 2026-0052-CDW (Del. Ch. May 20, 2026), Magistrate in
Calculation or Interpretation? Delaware Superior Court Holds Earn-Out Definition Dispute Falls Outside Accountant True-Up Mechanism
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
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
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
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
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.