Campus Eye Management Holdings LLC v. DiDonato, C.A. No. 2024-0121-LWW (Del. Ch. Aug. 30, 2024) -
This case arose out of a dispute between an optometrist who sold a majority stake in his company to a private equity buyer,...more
4/11/2025
/ Board of Directors ,
Breach of Duty ,
Business Entities ,
Business Litigation ,
Contract Terms ,
Corporate Governance ,
Delaware ,
Fiduciary Duty ,
Limited Liability Company (LLC) ,
Mergers ,
Private Equity
Soleimani v. Hakkak, C.A. No. 2023-0948-LWW (Del. Ch. Apr. 12, 2024) -
The defendants attempted to remove a manager-employee of several limited liability companies. The manager filed suit, and the parties moved for summary...more
Principal Growth Strategies LLC v. AGH Parent LLC, C.A. 2019-0431-JTL (Del. Ch. January 25, 2023) -
This decision provides helpful guidance to practitioners to address pleading-stage arguments for dismissal. The plaintiff...more
DiDonato v. Campus Eye Management, LLC, C.A. No. 2023-0671-LWW (Del. Ch. Jan. 31, 2024) -
In governance disputes among LLC constituencies, the operating agreement is the beginning and often end point. This action involved...more
Kaufman v. DNARx LLC, C.A. No. 2022-0968-KSJM; C.A. No. 2022-0982-KSJM (Del. Ch. Dec. 29, 2023) (ORDER) -
The Court of Chancery has broad power to address litigation misconduct....more
Cygnus Opportunity Fund, LLC v. Washington Prime Group, LLC, C.A. No. 2022-0718-JTL (Del. Ch. Aug. 9, 2023) -
An Indiana corporation reorganized via bankruptcy into a Delaware LLC, and a senior note holder negotiated for...more
VH5 Capital, LLC v. Jeremiah Rabe, C.A. No. 2020-0315-NAC (Del. Ch. June 30, 2023) -
The at-issue LLC had two members – the defendant and the plaintiff, both of whom also constituted the company's board. The company never...more
In re VBR Agency LLC, C.A. No. 2022-0328-JTL (Del. Ch. Apr. 20, 2022) -
Petitioners often call upon the Court of Chancery to appoint receivers to settle a company’s business. As this decision describes, “[i]n recent years,...more
In re Dissolution of Jeffco Management, LLC, C.A. No. 2018-0027-PAF (Del. Ch. Aug. 16, 2021) -
When the Court of Chancery appoints a receiver to effectuate a company’s dissolution, certain determinations are subject to de...more
In Re Cadira Group Holdings, LLC Litigation, Consolidated C.A. No. 2018-0616-JRS (Del. Ch. July 12, 2021) -
The Delaware Limited Liability Company Act provides that “the fiduciary duties of a member, manager, or other...more
Largo Legacy Group, LLC v. Evens Charles, C.A. No. 2020-0105-MTZ (Del. Ch. June 30, 2021) -
In this LLC dispute, an investor in a hotel development company alleged that the company principals breached the operating...more
Smith v. Scott, C.A. No. 2020-0263-JRS (Del. Ch. Apr. 23, 2021) -
The Delaware LLC Act provides that fiduciary duties may be expanded or limited by the provisions of an LLC agreement. If the agreement is silent, then...more
Robinson v. Darbeau, C.A. No: 2019-0853-KSJM (Del. Ch. Mar. 1, 2021) -
As Robinson v. Darbeau demonstrates, Delaware law recognizes implied limited liability company agreements. Plaintiff operated a daycare as a sole...more
Surf’s Up Legacy Partners, LLC v. Virgin Fest, LLC, C.A. No. N19C-11-092 PRW CCLD (Del. Super. Jan. 13, 2021) -
In adjudicating a dispute over a scuttled deal in the music festival industry, the Delaware Superior Court...more
Weik, Nitsche & Dougherty, LLC, v. Pratcher, C.A. No. 2018-0803-MTZ (Del. Ch. Aug. 26, 2020) -
Following an employment dispute between former employers and employees of a Delaware limited liability company, the employers...more
Lynch v. Gonzalez, C.A. No. 2019-0356-MTZ (Del. Ch. July 31, 2020) -
Disputes over control of a Delaware limited liability company can turn on rigorous fact-finding efforts by the Court of Chancery where issues of witness...more
HUMC Holdco, LLC, et al. v. MPT of Hoboken TRS, LLC, et al., C.A. No. 2019-0972-KSJM (Del. Ch. July 2, 2020)
Litigation arose among members of a limited liability company regarding the operating agreement’s right of first...more
Absalom Absalom Trust v. Saint Gervais LLC, C.A. No. 2018-0452-TMR (Del. Ch. June 27, 2019).
Plaintiff was assigned a membership interest in the defendant, a Delaware limited liability company, and sought to exercise books...more
Acela Investments LLC v. DiFalco, C.A. No. 2018-0558-AGB (Del. Ch. May 17, 2019).
Because LLCs are “creatures of contract” and the policy of the Delaware Limited Liability Company Act is to give maximum effect to the...more
Li v. LoanDepot.com, LLC, C.A. No. 2019-0026-JTL (Del. Ch. Apr. 24, 2019).
Delaware law permits parties conducting their business as limited liability companies to include mandatory arbitration or forum selection clauses...more
CelestialRX Investments, LLC v. Krivulka, C.A. No. 11733-VCG (Del. Ch. Mar. 27, 2019).
Section 109 of the Delaware Limited Liability Company Act is an “implied consent” statute. It provides for personal jurisdiction in...more
Decco U.S. Post-Harvest Inc. v. Mirtech Inc., C.A. No. 2018-0100-JTL (Del. Ch. Nov. 28, 2018) -
Under Section 18-802 of the Delaware LLC Act, the Court of Chancery may dissolve an LLC when it is “not reasonably practical”...more
Domain Associates LLC v. Shah, C.A. No. 12921-VCL (Del. Ch. Aug. 13, 2018) -
An LLC agreement may provide what payout a departing member receives for his or her interest. It also may provide that a member may be forced to...more
A&J Capital, Inc. v. Law Office of Krug, C.A. No. 22018-0240-JRS (Del. Ch. July 18, 2018) -
This decision holds that, absent contrary language in an LLC operating agreement, members do not need to provide notice and an...more
MHS Capital LLC v. Goggin, C.A. No. 2017-0449-SG (May 10, 2018) -
Alternative entity agreements may eliminate common law fiduciary duties and often do, supplanting them with contractual fiduciary duties....more