Lewis H. Lazarus

1 month ago | jdsupra.com | Albert Carroll |Sarah Ennis |Lewis H. Lazarus

In affirming the Court of Chancery’s determination in a Section 225 action that Timothy Pohl (“Pohl”) was the sole director and officer of a Delaware corporation, the Delaware Supreme Court rejected Appellants’ argument that the forum selection clause of a pertinent credit agreement (“Agreement”) bound Pohl, a non-signatory.

1 month ago | jdsupra.com | Sarah Ennis |Lewis H. Lazarus

In deciding limited cross motions for summary judgment, the Court of Chancery held that the absolute litigation privilege did not preclude the repurchase of a member’s interest where the right to repurchase was allegedly triggered by a violation of a non-disparagement clause in the parties’ LLC agreement.

2 months ago | jdsupra.com | Sarah Ennis |Lewis H. Lazarus

In this post-trial decision, the Court found specific performance was the appropriate remedy for a breach of a stockholder’s preemptive rights provision where the parties’ Securities Purchase Agreement specified that remedy. The Court cited Delaware’s “strong contractarian policies” in holding that specific performance would place the parties closest to where they would have been had the defendant performed in accordance with the contract.

Dec 27, 2024 | jdsupra.com | Lewis H. Lazarus

In Sunder Energy v. Jackson, No. 455, 2023 (Del. Supr., December 10, 2024), the Delaware Supreme Court upheld the Delaware Court of Chancery’s decision not to enjoin a former employer and member of a Delaware LLC from competing with plaintiff. The decision turned on two different versions of what outcome best reflected Delaware’s public policy favoring freedom of contract.

Dec 10, 2024 | jdsupra.com | Sarah Ennis |Lewis H. Lazarus

McMillan v. Nelson, C.A. 2024-0016-KSJM (Del. Ch. July 5, 2024)In a dispute over the management of Prince Legacy, LLC, an entity formed to manage assets from the estate of the late musician Prince, the Court of Chancery enforced the plain language of an LLC agreement to deny Non-Managing Members’ attempt to remove the Managing Members. The Court held that the plain language of the agreement gave the Non-Managing Members veto rights over certain actions, but not the power to initiate them.