A Delaware Court of Chancery case decided earlier this year provides some useful guidance on the interpretation of LLC agreements and what constitutes a “deadlock” under Delaware law. The case, Mehra v. Teller, involved a deadlock between co-managers of a Delaware limited liability company, EOS Investor Holding Company LLC (“Holdco”) and the resultant dissolution

When determining whether to uphold an indemnification provision that carved out an exception for only deliberate fraud, the Delaware Supreme Court recently explained in Express Scripts, Inc. v. Bracket Holding Corp., ___ A.3d ___, 2021 WL 752744, at *1 (Del. Feb. 23, 2021), that “[a] deliberate state of mind is a different kettle of

The Delaware Court of Chancery in In re Columbia Pipeline Group, Inc. Merger Litigation  denied a motion to dismiss claims for fiduciary duty breach in the sale of Columbia Pipeline Group, Inc. (“Columbia”). The Court found that the plaintiff stockholders’ allegations supported the inference that Columbia’s CEO and Chairman Robert Skaggs, Jr. and CFO

Choice of law and choice of forum clauses in employment agreements are tricky business. Even though a Delaware LLC employer may think they have strong, iron-clad selection provisions in their employment agreements, the Delaware Court of Chancery may find otherwise, as it did recently in Focus Financial Partners, LLC v. Holsopple, 241 A.3d 784 (Del.

The Supreme Court of Delaware recently affirmed a decision by the Court of Chancery that ordered a corporation to produce certain books and records to a shareholder, and which granted leave to the shareholder to take a corporate representative deposition under Rule 30(b)(6). The case, AmerisourceBergen Corp. v. Lebanon County Emps.’ Ret. Fund, —