Court of Chancery

Subscribe to Court of Chancery via RSS

In a case the court itself characterized as “a product of mutual deceit,” Vice Chancellor Will issued a post-trial memorandum opinion in Ami Shafrir Berg v. Shai Bar-Lavi, et al., C.A. No. 2025-0959-LWW (Del. Ch. Mar. 27, 2026), rejecting a plaintiff’s attempt to seize control of Tracki, Inc. through a Section 225 proceeding…

In Driven Intermediate Holdings, Inc. v. Jimenez, C.A. No. 2024-0150-LWW (Del. Ch. Mar. 31, 2026), Vice Chancellor Will addressed a question that arises frequently in post-M&A purchase price adjustment disputes: when the parties submit their disagreement to an independent accountant, does that accountant act as an arbitrator or as an expert? The answer…

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…

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.

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…

In a post-trial Memorandum Opinion issued on March 16, 2026, Vice Chancellor Paul A. Fioravanti, Jr. addressed one of the more consequential questions in LLC governance disputes: when a founder holds a voting agreement with his co-managers, does that agreement authorize him to execute a written removal consent on their behalf? The court’s answer in…

The Delaware Supreme Court’s decision in Payscale Inc. v. Erin Norman and BetterComp, Inc., No. 297, 2025 (Del. Mar. 19, 2026), is an important course correction for employers seeking to enforce restrictive covenants tied to equity incentive plans. In a reversal of the Court of Chancery, the Supreme Court held that Vice Chancellor…

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…

Major Decisions and Legislative Reforms Shape Corporate Governance

If 2024 was the year Delaware’s corporate law establishment got nervous, 2025 was the year it fought back. And fought back hard.

For those of us who follow Delaware corporate law closely, the past year has been nothing short of remarkable. What began with hand-wringing over the…

In a noteworthy and recent Court of Chancery decision, Mehra v. Teller, C.A. No. 2019-0812-KSJM (Del. Ch. Jan. 29, 2021), the Delaware Court of Chancery ruled upon a member’s request to invalidate dissolution of a Delaware limited liability company.  The opinion is an important read as the Court considered whether the LLC deadlock–which provided…