October 23, 2024 | Delaware Business Court Insider
Repurchase Option in LLC Agreement Tied to Nondisparagement Provision Does Not Violate the Absolute Litigation PrivilegeIn this recent decision from the Delaware Court of Chancery, Seva Holdings v. Octo Platform Equity Holdings, the court considered whether a membership interest repurchase right under an LLC agreement triggered by breach of a nondisparagement restriction was enforceable, or whether the repurchase scheme violated the absolute litigation privilege.
By Barnaby Grzaslewicz
5 minute read
August 21, 2024 | Delaware Business Court Insider
Minority Stockholder Was Not a Controller Because Plaintiff Did Not Adequately Plead Actual Control of the Company's Business AffairsThe actual control theory is "not easy to satisfy." In its recent decision, Scianella v. AstraZeneca UK Limited, C.A. No. 2023-0125-PAF (Del. Ch. July 8, 2024), the Delaware Court of Chancery emphasized that plaintiffs have a steep burden even at the pleadings stage to demonstrate actual control.
By Barnaby Grzaslewicz
5 minute read
May 22, 2024 | Delaware Business Court Insider
Del. Exclusive Forum Selection Clause Does Not Bind Contracting Party's Managers, Principals, Owners Who Do Not Directly Benefit From ContractParties to transaction agreements often choose Delaware as the exclusive forum for disputes arising out of their transactions. This is common, where the parties are from diffuse geographic locations, but desire a single forum well-versed in corporate and commercial law—like Delaware—to resolve their disputes.
By Barnaby Grzaslewicz
5 minute read
December 15, 2021 | Delaware Business Court Insider
Chancery Finds 'Bird-Dogging' Entitles Plaintiff to Compensation Under Unjust Enrichment TheoryWhile parties may discuss the terms of a business arrangement, absent definite agreement on all material terms or a definite promise, these arrangements are generally unenforceable.
By K. Tyler O'Connell and Barnaby Grzaslewicz
4 minute read