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Breach of Contract › Corporate Governance › Business Litigation

Herbert Smith Freehills Kramer

California Supreme Court Confirms General Enforceability of Delaware Court of Chancery Forum Selection Clauses

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Forum selection clauses have long been a feature of commercial contracting. Since then-Chancellor Strine’s decision in Boilermakers Local 154 Ret. Fund v. Chevron Corp., Delaware corporations have routinely included such...more

Freeman Law

Third-Party Beneficiary Rights Under Texas Nonprofit Corporation Charter

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On June 27, 2025, the Texas Supreme Court rendered a 32-page opinion in the case of Southern Methodist Univer. v. South Central Jurisdictional Conference of the United Methodist Church, No. 23-0703, __ S.W.3d __ (Tex. June...more

Jenner & Block

Delaware Court Refuses to Enforce or Modify Overbroad Noncompete in Cleveland Integrity Services v. Byers

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In Cleveland Integrity Services, LLC v. Byers (Del. Ch. Feb. 28, 2025), the Delaware Court of Chancery declined to enforce a two-year non-compete agreement that it found to be geographically overbroad and refused to narrow or...more

Farrell Fritz, P.C.

Capital Call Cancelled: A Fairness Defense to the Majority’s Mandatory Capital Call

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There is perhaps no provision in an LLC operating agreement more susceptible to abuse than one allowing those in control of the LLC to make mandatory capital calls. For one, that authority often comes with very few...more

McGuireWoods LLP

Passwords Aren’t Enough: The Critical Role of NDAs in Trade Secret Protection

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In the digital age, businesses may assume that firewalls, login credentials and restricted access are enough to shield proprietary data. But a recent federal court decision shows that a “trade secret” under the Defend Trade...more

Patton Sullivan Brodehl LLP

You Come at the LLC Manager, You Best Not Miss

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In a popular TV series (The Wire), a well-known quote is: “You come at the king, you best not miss.” The idea is that if you’re taking the risk of attacking someone at the top, you better not miss your shot....more

Allen Matkins

If You Agree That Stock Issuance Was Not "Compensation, Salary, Or Income", You May Want To Think Carefully Before Issuing A Form...

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Ten years ago, Hovik Nazaryan sued Femtometrix, Inc. claiming that the company had issued shares to him than it had promised.  The parties settled the lawsuit.  The settlement agreement provided that the stock issued to Mr....more

Jackson Walker

Texas Business Court Upholds Fiduciary Duty Waivers and Clarifies Limits on Partnership Agreement Provisions

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Only six months into a complicated partnership dispute, the Business Court of Texas, 1st Division, issued a thorough summary judgment opinion and order in the case of Primexx Energy Opportunity Fund, LP v. Primexx Energy...more

Morris James LLP

Court of Chancery Finds in Favor of Defendants on All Remaining Claims After Remand

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Bandera Master Fund LP v. Boardwalk Pipeline Partners, LP, C.A. No. 2018-0372-JTL (Sept. 9, 2024) - Previously in this case, the Court of Chancery held that a general partner breached a partnership agreement by exercising...more

Mayer Brown

Delaware Law Alert: Chancery Court Clarifies Delaware’s Position on Sandbagging and the Use of a Transaction Multiple to Calculate...

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AT A GLANCE - The Delaware Chancery Court has issued a notable opinion that confirms Delaware’s position as a pro-sandbagging jurisdiction and clarifies when damages may be computed using a transaction multiple. We...more

Farrell Fritz, P.C.

No Unforced Errors Please: “For Cause” Removal Provisions Mean What They Say and Say What They Mean

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Not long ago, we wrote about the vital need for strict compliance with contractual options to buy or sell closely-held business equity interests. As we noted then, failure to strictly comply with any contractual conditions...more

Farrell Fritz, P.C.

New York Top Court’s Advice to Prospective Investors in Delaware LLCs: Pay Close Attention to Controller’s Power to Amend LLC...

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Opinions by the Court of Appeals, New York’s highest court, construing the state’s LLC Law enacted 30 years ago are almost but not quite as rare as hen’s teeth. The great majority of important rulings under the statute...more

Morris James LLP

Chancery Says Litigation Privilege No Shield Against LLC Interest Repurchase

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Seva Holdings Inc. v. Octo Platform Equity Holdings, LLC, C.A. No. 2022-0437-PWR (Del. Ch. Aug. 29, 2024) - In deciding limited cross motions for summary judgment, the Court of Chancery held that the absolute litigation...more

Venable LLP

Despite Chancery Court Decisions in Recent Years, Agreements Continue to Include Transfer Restrictions That May Not Be Enforceable

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Despite recent decisions by the Delaware Court of Chancery, many key corporate documents continue to include restrictions on indirect transfers of equity that may not be enforced if challenged in court....more

Morris James LLP

Chancery Finds that the Plaintiff Successfully Pled Breach of Contract for Milestone Payments

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Medal v. Beckett Collectibles, LLC, C.A. No. 2023-0984-VLM (Del. Ch. Aug. 22, 2024). In denying a motion to dismiss, the Court of Chancery held that the plaintiff pled reasonably conceivable claims for breach of...more

Fox Rothschild LLP

A Corporate “One Man Band” Might be a Lonely Road, but the Company is Not Always a Puppet

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Matthew Bagley worked for a claims adjustment firm in Louisiana as its claims manager for nearly three years before resigning to, allegedly, improperly compete against his former employer, M.D. Claims Group. In M.D. Claims...more

Hicks Johnson

SCOTX Ruling Confirms Individual Liability for Corporate Owners Who Commit Torts

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In Texas, as most other states, it is long settled that corporate agents are personally liable for their own tortious or fraudulent conduct—even if the conduct was done in their capacity as a corporate agent. Section 21.223...more

Vinson & Elkins LLP

Texas Business Court Could Make Litigation Faster, More Efficient

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Texas’ new business court, which the state hopes will make complex litigation more efficient, opens in less than four months. And while there’s still uncertainty about how the court will operate, its structure and the Texas...more

Bradley Arant Boult Cummings LLP

The Minority Shareholder’s Arrows Are Still Sharp in the Quiver: Claims Available to Oppressed Minority Shareholders under Texas...

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The seven-year anniversary of the Texas Supreme Court’s decision in Ritchie v. Rupee has come and gone, and the court’s holding from 2014 remains the law: Minority shareholders in Texas private companies do not have a cause...more

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