On May 12, 2026, Chief Judge Martin Glenn of the United States Bankruptcy Court for the Southern District of New York issued a 27-page memorandum opinion in In re Iovate Health Sciences International Inc., Case No. 25-11958 (MG), recognizing and enforcing an Approval and Reverse Vesting Order entered by the Ontario Superior Court of Justice.
Carl D. Neff
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Does “Defend” Mean “Advance”? Not Necessarily, Says the Court of Chancery
By Carl D. Neff
A recent Court of Chancery decision underscores how much weight LLC drafters place on a single word, and how exposed a member can be when that word does not say what it needs to say. In USAB NY Inc. v. Glic Health LLC, C.A. No. 2026-0052-CDW (Del. Ch. May 20, 2026), Magistrate in Chancery…
No Authority, No Deadlock: Vice Chancellor Laster Dismisses LLC Dissolution Petition in Dynamk
By Carl D. Neff
Vice Chancellor J. Travis Laster’s recent opinion in In re: Dynamk Fund Advisors LLC, C.A. No. 2026-0002-JTL (Del. Ch. May 20, 2026) sits at the intersection of LLC dissolution claims, arbitration awards, and antisuit provisions. The court granted the respondent’s motion to dismiss, but not on the ground the respondent led with. The LLC agreement’s…
Calculation or Interpretation? Delaware Superior Court Holds Earn-Out Definition Dispute Falls Outside Accountant True-Up Mechanism
By Carl D. Neff
On April 24, 2026, the Complex Commercial Litigation Division of the Delaware Superior Court denied the buyer’s motion to dismiss in Second Run, LLC f/k/a Webata, LLC v. 1WorldSync, Inc., C.A. No. N25C-08-068 KMM CCLD (Del. Super. Apr. 24, 2026). The decision draws a clean line between a calculation dispute that belongs with a…
Cumulus Media: Judge Pérez Confirms Prepackaged Plan Over U.S. Trustee’s Opt-Out Release Objection
By Carl D. Neff
On April 15, 2026, Judge Alfredo R. Pérez of the United States Bankruptcy Court for the Southern District of Texas confirmed the modified joint prepackaged Chapter 11 plan of Cumulus Media Inc. and its debtor affiliates at the conclusion of a 48-minute hearing in Houston. The U.S. Trustee for Region 7, Kevin Epstein, was the…
“A Product of Mutual Deceit”: Court of Chancery Rejects Manufactured Corporate Records in Section 225 Control Fight
By Carl D. Neff
In a case the court itself characterized as “a product of mutual deceit,” Vice Chancellor Will issued a post-trial memorandum opinion in Ami Shafrir Berg v. Shai Bar-Lavi, et al., C.A. No. 2025-0959-LWW (Del. Ch. Mar. 27, 2026), rejecting a plaintiff’s attempt to seize control of Tracki, Inc. through a Section 225 proceeding after…
Calling Your Accountant an “Arbitrator” Doesn’t Make It So — Court of Chancery Dismisses Post-Closing True-Up Dispute for Lack of Jurisdiction
By Carl D. Neff
In Driven Intermediate Holdings, Inc. v. Jimenez, C.A. No. 2024-0150-LWW (Del. Ch. Mar. 31, 2026), Vice Chancellor Will addressed a question that arises frequently in post-M&A purchase price adjustment disputes: when the parties submit their disagreement to an independent accountant, does that accountant act as an arbitrator or as an expert? The answer, as…
Delaware Bankruptcy Court Provisionally Extends Chapter 15 Stay to U.S. Cannabis Subsidiaries of Canadian Debtor
By Carl D. Neff
On March 26, 2026, the U.S. Bankruptcy Court for the District of Delaware (Hon. Brendan L. Shannon) entered a provisional order in In re The Cannabist Company Holdings Inc., Case No. 26-10426 (BLS), extending stay protections to the non-debtor U.S. subsidiaries of a Canadian cannabis company whose parent is restructuring under Canada’s Companies’ Creditors…
Court of Chancery Rules Astellas Not Obligated to Pay $115 Million in Post-Merger Milestone Payments
By Carl D. Neff
Vice Chancellor Rennie’s memorandum opinion (by designation) in Shareholder Representative Services LLC v. Astellas Pharma Inc., C.A. No. 2023-0952-SKR (Del. Ch. Mar. 31, 2026) serves as a cautionary tale about the critical importance of precise contractual definitions in pharmaceutical acquisitions — particularly when over $100 million in milestone payments hinges on the meaning of a…
Fourth Circuit Affirms That Disclaimer-Bearing Mortgage Communications to a Chapter 13 Debtor Are Not Debt Collection
By Carl D. Neff
In Palazzo v. Bayview Loan Servicing, LLC, No. 24-2169 (4th Cir. Mar. 20, 2026, amended Mar. 31, 2026), the Fourth Circuit affirmed summary judgment for two mortgage servicers on FDCPA and automatic stay claims brought by a Chapter 13 debtor. Applying the “commonsense inquiry” the court adopted in In re Dubois and reaffirmed in Koontz…