The Court of Chancery's decision in In re Mobilactive Media , C.A. No. 5725-VCP (Del. Ch.), provides useful guidance to practitioners asserting or defending against a potential usurpation of corporate opportunity claim. The action arose from a joint venture between plaintiff Terry Bienstock and defendant Silverback Media PLC. Bienstock and Silverback founded Mobilactive Media LLC in 2007 to pursue mobile-marketing opportunities in North America. The Mobilactive limited liability company agreement defined the business of the company as the development and marketing of technology to enable and enhance interactive video programming and advertising content. Pursuant to Section 13.5 of the agreement, the parties agreed that Mobilactive would be the only means by which they or their affiliates would engage in the business. If one of the parties learned of an opportunity in Mobilactive's line of business, they had to present that opportunity to Mobilactive and could not engage in the business opportunity themselves without the prior written consent, and decision not to pursue the opportunity, by the other members of Mobilactive.
Asserting or Defending Against a Potential Usurpation of Corporate Opportunity Claim
Delaware Business Court Insider
February 6, 2013
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