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Articles by Benjamin Chapple
Reed Smith represents Merrithew in acquisition of GYROTONIC organization
Merrithew is a mindful movement education and equipment company whose programs include STOTT PILATES® and additional mind-body, barre, athletic conditioning, and functional training methods. The GYROTONIC organization is the creator of the GYROTONIC and GYROKINESIS® methods, which use fluid, three-dimensional movement through specialized equipment and movement sequences and are practiced in studios and wellness centers worldwide.
Fiduciary duty exposure for controlling stockholders: A three-state guide for PE sponsors
Controlling stockholders – particularly private equity (PE) sponsors – face different fiduciary duty landscapes depending on a company’s state of incorporation. Seismic legislative and judicial developments in 2025 and 2026 make this a critical moment to reassess. Delaware: The gold standard Delaware imposes broad fiduciary duties on any stockholder that exercises actual control, even without a numerical ownership majority (see Kahn v. Lynch Commc’n Sys., Inc., 638 A.2d 1110 (Del. 1994)).
Delaware Supreme Court Explains the Limits of the Implied Covenant in an Earn-Out Dispute
26 February 2026 / 3 min read On January 12, 2026, the Delaware Supreme Court issued an en banc opinion in Johnson & Johnson v. Fortis Advisors LLC, No. 490, 2024, (Del. Jan. 12, 2026). This opinion affirmed in part and reversed in part a post-trial decision from the Delaware Court of Chancery involving a post-closing earn-out (or milestone) dispute between Johnson & Johnson and the former stockholders of Auris Health, Inc. which awarded over $1 billion in damages including interest.
Development of a Continuous, Uncoupled Fluorescence‐based Assay for Monitoring Methyltransferase Activity: Methylation Going Sour
1 Introduction Methylation is a fundamental biochemical process found across all domains of life, ranging from DNA and RNA methylation, which are central to epigenetic regulation and gene expression, to the diversification of natural products. In the context of synthetic chemistry and the development of active pharmaceutical ingredients, methylation can be a valuable tool for late-stage functionalization [1, 2].
Characterisation of the N‐Methyltransferase SgPsmC: Application in the Kinetic Resolution of Pyrroloindolines
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Demanding Standards For Demanding Stockholders: Court Of Chancery Reaffirms Heavy Burden Of Pleading Wrongful Refusal
In In re Kraft Heinz Demand Refused Derivative Stockholder Litigation, C.A. No. 2022-0398-LWW (Del.
Demanding standards for demanding stockholders: Court of Chancery reaffirms heavy burden of pleading wrongful refusal
In In re Kraft Heinz Demand Refused Derivative Stockholder Litigation, C.A. No. 2022-0398-LWW (Del.
Recent Amendments To The Delaware General Corporation Law
RS Reed Smith More Beginning August 1, 2024, the Delaware General Corporation Law ("DGCL") includes certain amendments related to merger agreements and other related topics. These amendments allow for, among other acts... United States Delaware Corporate/Commercial Law
Delaware Supreme Court Clarifies the scope and application of MFW's procedural protections
In In re Match Group Derivative Litigation, No. 368, 2022 (Del. Apr. 4, 2024) (Match Group), the Delaware Supreme Court clarified two lingering issues concerning the scope and application of the procedural protections outlined in Kahn v. M & F Worldwide Corp., 88 A.2d 635 (Del. 2014) (MFW).
Delaware enacts data privacy law | JD Supra
On September 11, 2023, Delaware became the most recent state to enact a comprehensive data privacy law when Governor John Carney signed the Delaware Personal Data Privacy Act (DPDPA). Joining eleven other states, this new law, which becomes effective on January 1, 2025, creates unique compliance challenges and risks for companies.
Delaware Enacts Data Privacy Law
On September 11, 2023, Delaware became the most recent state to enact a comprehensive data privacy law when Governor John Carney signed the Delaware Personal Data Privacy Act (DPDPA). Joining eleven other states, this new law, which becomes effective on January 1, 2025, creates unique compliance challenges and risks for companies.
The Court Of Chancery (Yet Again) Declines To Enforce Overbroad Restrictive Covenants
In Centurion Service Group, LLC v. Wilensky, the Court of Chancery dismissed an employer's (Centurion) claim against its former employee (Wilensky) for breach of an employment agreement's restrictive covenants, because these covenants were unreasonably overbroad (and, therefore, unenforceable). 2023-0422-MTZ (Del. Ch. Aug. 31, 2023) (letter op.).
The Court of Chancery (yet again) declines to enforce overbroad restrictive covenants | JD Supra
In Centurion Service Group, LLC v. Wilensky, the Court of Chancery dismissed an employer’s (Centurion) claim against its former employee (Wilensky) for breach of an employment agreement’s restrictive covenants, because these covenants were unreasonably overbroad (and, therefore, unenforceable). 2023-0422-MTZ (Del. Ch. Aug. 31, 2023) (letter op.).
Delaware Court Of Chancery Holds Non-Competes Unenforceable Against Subsidiaries
In Frontline Technologies Parent LLC et al. v. Brian Murphy et al., the Delaware Court of Chancery recently stated that when negotiating a contract, the parties must "say what they mean and mean what they say." In this case, the court rejected enforcement of former employees' noncompetition restrictions because the agreement language did not prohibit competition with the company, only the company's private equity owner.
Delaware Court of Chancery holds non-competes unenforceable against subsidiaries | JD Supra
In Frontline Technologies Parent LLC et al. v. Brian Murphy et al., the Delaware Court of Chancery recently stated that when negotiating a contract, the parties must “say what they mean and mean what they say.” In this case, the court rejected enforcement of former employees’ noncompetition restrictions because the agreement language did not prohibit competition with the company, only the company’s private equity owner.
Recent amendments to Delaware's alternative entity statutes | JD Supra
On August 1, 2023, some notable amendments were made to the Delaware Revised Uniform Partnership Act (Partnership Act), the Delaware Limited Liability Company Act (LLC Act), and the Delaware Revised Uniform Limited Partnership Act (LP Act) (collectively, the acts). These changes concern revocation of termination of a protected series, amendments to certificates of division, and revocation of dissolution of a registered series.
Failure to read agreements proves fatal to fraudulent induce claim | JD Supra
In Braga Investment & Advisory, LLC v. Musa Yenni, et al., C.A. No. 2019-0408-PAF (Del. Ch. May 31, 2023), the Delaware Court of Chancery held that Plaintiff's failure to read agreements and ask questions related to its purchase of a minority ownership interest in a Delaware limited liability company proved fatal to its claims for relief. In light of these missteps, the court was unwilling to unwind the transaction between these sophisticated parties and entered judgment in favor of the defendants.
Books And Records Plaintiff Entitled To Contractual Fee-shifting After Settlement Of Inspection Action
It is no secret that, over the last few years, the Court of Chancery has appeared increasingly willing to shift fees in books and records actions (pursuant to the bad faith exception to the American Rule). See, e.g., Pettry v. Gilead Scis., Inc., C.A. No. 2020-0132-KSJM (Del. Ch. July 22, 2021); Seidman v. Blue Foundry Bancorp, C.A. No. 2022-1155-MTZ (Del. Ch. July 10, 2023); Bruckel v. TAUC Hldgs., LLC, C.A. No. 2021-0579-MTZ (Del. Ch. July 17, 2023).
Books and records plaintiff entitled to contractual fee-shifting after settlement of inspection action | JD Supra
It is no secret that, over the last few years, the Court of Chancery has appeared increasingly willing to shift fees in books and records actions (pursuant to the bad faith exception to the American Rule). See, e.g., Pettry v. Gilead Scis., Inc., C.A. No. 2020-0132-KSJM (Del. Ch. July 22, 2021); Seidman v. Blue Foundry Bancorp, C.A. No. 2022-1155-MTZ (Del. Ch. July 10, 2023); Bruckel v. TAUC Hldgs., LLC, C.A. No. 2021-0579-MTZ (Del. Ch. July 17, 2023).
Delaware Court Of Chancery Shifts Fees In Books And Records Action
Delaware courts encourage stockholders to use the "tools at hand" by obtaining a corporation's books and records before initiating lawsuits. Stockholder plaintiffs, in turn, have utilized this tool with increased frequency. In the past few years, Delaware courts have even placed limits on defenses companies may assert in a books and records action. In a July 7, 2023 letter opinion in Lawrence B. Seidman v.
Delaware Court of Chancery Shifts Fees in Books and Records Action | JD Supra
Delaware courts encourage stockholders to use the “tools at hand” by obtaining a corporation’s books and records before initiating lawsuits. Stockholder plaintiffs, in turn, have utilized this tool with increased frequency. In the past few years, Delaware courts have even placed limits on defenses companies may assert in a books and records action. In a July 7, 2023 letter opinion in Lawrence B. Seidman v.
Books and records plaintiff entitled to contractual fee-shifting after settlement of inspection action
(August 8, 2023) - Reed Smith attorneys Brian Rostocki, Benjamin Chapple and John Miraglia analyze the Delaware Chancery Court's position on fee-shifting in books and records disputes. It is no secret that, over the last few years, the Court of Chancery has appeared increasingly willing to shift fees in books and records actions (pursuant to the bad faith exception to the American Rule).1 But the bad faith exception is not the only route to fee-shifting.
Delaware Court of Chancery Shifts Fees in Books and Records Action
Delaware courts encourage stockholders to use the “tools at hand” by obtaining a corporation’s books and records before initiating lawsuits. Stockholder plaintiffs, in turn, have utilized this tool with increased frequency. In the past few years, Delaware courts have even placed limits on defenses companies may assert in a books and records action. In a July 7, 2023 letter opinion in Lawrence B. Seidman v.
Master In Chancery Recommends Plaintiffs Have Standing Based On Membership Ledger
In Gill v. Genency Holdings, LLC, C.A. No. 2023-0349-BWD (Del. Ch. June 26, 2023), a Master in Chancery recommended that LLC members established standing to inspect books and records by relying on the company's membership ledger, and declined to litigate the company's challenge to the validity of the members' interests in a summary books and records action. Plaintiffs were alleged to be members of Genency Holdings, LLC (the Company or the LLC) and former managers of the Company's subsidiaries.
Master in Chancery recommends Plaintiffs have standing based on membership | JD Supra
In Gill v. Genency Holdings, LLC, C.A. No. 2023-0349-BWD (Del. Ch. June 26, 2023), a Master in Chancery recommended that LLC members established standing to inspect books and records by relying on the company's membership ledger, and declined to litigate the company's challenge to the validity of the members' interests in a summary books and records action. Plaintiffs were alleged to be members of (the Company or the LLC) and former managers of the Company's subsidiaries.
The Court Of Chancery Approves Notice To Beneficial Stockholders By Publication
In In re Madison Square Garden Entertainment Corp. Stockholders Litigation—a derivative action stemming from the acquisition of Madison Square Garden Entertainment, Inc. (MSGE)—the Court of Chancery held that notice by publication was an appropriate means of providing MSGE's beneficial stockholders with notice of the parties' pending settlement. C.A. No. 2021-0468-LWW (Del. Ch. May 26, 2023) (letter op.).
The Court of Chancery approves notice to beneficial stockholders by publication | JD Supra
InIn re Madison Square Garden Entertainment Corp. Stockholders Litigation—a derivative action stemming from the acquisition of Madison Square Garden Entertainment, Inc. (MSGE)—the Court of Chancery held that notice by publication was an appropriate means of providing MSGE’s beneficial stockholders with notice of the parties' pending settlement. C.A. No. 2021-0468-LWW (Del. Ch. May 26, 2023) (letter op.).
Delaware Court of Chancery underscores fiduciary obligations of derivative plaintiffs | JD Supra
In a June 1, 2023 decision in OptimisCorp v. Atkins, C.A. No. 2020-0183-MTZ, the Delaware Court of Chancery held that defendant stockholders breached their fiduciary duties to the company where the stockholders failed to promptly release proceeds of their prior derivative lawsuit to the company. The Court explained that “[a] derivative claim is a company asset.” Corporate directors owe their fiduciary duties to stockholders because directors control company assets, which the stockholders own.
Delaware Court of Chancery holds canceled entities must have a receiver to be represented by counsel | JD Supra
The Delaware Court of Chancery recently held in In re Reinz Wisconsin Gasket, LLC, C.A. No. 2022-0859-MTZ (Del. Ch. May 8, 2023), that a canceled limited liability company (LLC) could not be represented by counsel in a legal proceeding unless a receiver was first appointed. In this case, counsel for the defunct LLC argued against the appointment of a receiver and against the nullification of the LLC’s certificate of cancellation.
Court of Chancery holds Ex-CEO waived indemnification and advancement rights in stock repurchase agreement | JD Supra
The Delaware Court of Chancery recently held that Mikhail Kokorich (Kokorich), the co-founder and former CEO of space infrastructure company Momentus Inc. (Momentus or the Company), waived the majority of his rights to indemnification and advancement when he left the Company and sold his stock in 2021.
No express right, no class vote: The current state of Section 242(b)(2) | JD Supra
As summarized in an earlier post, a recent bench ruling from Vice Chancellor Laster (in the coordinated Fox & Snap actions) contained a careful exposition of how Delaware courts have interpreted when, pursuant to Section 242(b)(2), a class vote is required to amend a multi-class corporation's certificate of incorporation. See generally Elec. Workers Pension Fund, Local 103, I.B.E.W. v. Fox Corp., C.A. No. 2022-1007-JTL (Del. Ch. Mar.
Delaware Court of Chancery denies dismissal based on covenant not to sue | JD Supra
In a new (May 2, 2023) decision in New Enterprise Associates 14 LP v. Rich [Fugue], C.A. No. 2022-0406-JTL, the Delaware Court of Chancery addressed a motion to dismiss claims for breach of fiduciary duty based on a covenant not to sue. While the Court concluded that such covenants are not generally, or facially, invalid, the Court found that the scope of the covenant in this case excluded what would be permissible under Delaware law (i.e., intentional harms cannot be exculpated).
Delaware Court of Chancery approved $1.65 million mootness fee in WWE bylaw dispute | JD Supra
World Wrestling Entertainment (WWE) Chairman Vincent K. McMahon agreed to pay $1.6 million to class attorneys as a mootness fee for his alleged role in forcing "invalid and inequitable bylaw amendments" that were designed to present the WWE Board of Directors from making "critical business decisions." The settlements were filed in both In re World Wrestling Entertainment, Inc. S'holders' Litig., C.A. No. 2023-0028 (Del. Ch.), and Fellows v. McMahon, C.A. No. 2023-0022 (Del. Ch.).
Books and records actions are being assigned to Masters in Chancery: Here's the Chancellor's guidance | JD Supra
In light of its status as a court of equity, the Delaware Court of Chancery sometimes needs to move fast—very fast. And a crowded docket doesn’t mix well with highly expedited litigation. Accordingly, as a result of the Court’s never-ending quest to streamline the administration of (equitable) justice, there has been an observable uptick in the usage of Masters to adjudicate summary proceedings—specifically, books and records actions.
Delaware Court of Chancery allows "novel" disclosure-based theory to proceed | JD Supra
The Delaware Court of Chancery recently denied a motion to dismiss allowing what it described as a "novel theory" of disclosure violations to proceed. In [], C.A. No. 2022-0406-JTL, private company Fugue undertook a sale process in which no interested buyers were identified. Needing capital, the company engaged in a recapitalization and sale of preferred stock to an investor.
Books and records actions are being assigned to Masters in Chancery: Here's the Chancellor's guidance
In light of its status as a court of equity, the Delaware Court of Chancery sometimes needs to move fast—very fast. And a crowded docket doesn’t mix well with highly expedited litigation. Accordingly, as a result of the Court’s never-ending quest to streamline the administration of (equitable) justice, there has been an observable uptick in the usage of Masters to adjudicate summary proceedings—specifically, books and records actions.
Personal jurisdiction proper over de facto managers of Delaware “shell” LLC | JD Supra
In Next Level Ventures, LLC v. AVID USA Technologies, LLC, C.A. 2022-0699-MTZ (Del. Ch. Mar. 16, 2023), Vice Chancellor Zurn found personal jurisdiction over de facto managers of a Delaware LLC for the purposes of binding them to a preliminary injunction, despite arguments by the defendants that the entity was a mere shell for a joint venture that never really took off.
No class vote was required for charter amendments exculpating corporate officers | JD Supra
On March 29, 2023, Vice Chancellor Laster issued a bench ruling holding that no class vote was required to approve charter amendments adding exculpation provisions for corporate officers. This bench ruling from the Delaware Court of Chancery granted the defendants' motions for summary judgment in two related actions: Electrical Workers Pension Fund, Local 103, I.B.E.W. v. Fox Corporation, 2022-1007-JTL (Del. Ch.) (Fox) & In re Snap Inc. Section 242 Litigation, 2022-1032-JTL (Del. Ch.) (Snap).
Personal jurisdiction proper over de facto managers of Delaware “shell” LLC
In Next Level Ventures, LLC v. AVID USA Technologies, LLC, C.A. 2022-0699-MTZ (Del. Ch. Mar. 16, 2023), Vice Chancellor Zurn found personal jurisdiction over de facto managers of a Delaware LLC for the purposes of binding them to a preliminary injunction, despite arguments by the defendants that the entity was a mere shell for a joint venture that never really took off.
The Court of Chancery reaffirms the status of board designees as joint clients | JD Supra
In Hyde Park Venture Partners Fund III, L.P. v. FairXchange, LLC, C.A. No. 2022-0344-JTL (Del. Ch. Mar. 9, 2023), the Court of Chancery held that a corporation (FairXchange) was not entitled to assert attorney-client privilege against two former preferred stockholders (together, the Funds), because the privileged materials were generated during the tenure of the Funds' board designee.
The duty of oversight for officers and directors of Delaware Corporations | JD Supra
Delaware law has long held that directors of Delaware corporations have a duty to be “reasonably informed concerning the corporation,” including overseeing the corporation’s operational viability, legal compliance, and financial performance. Recently, the Delaware Court of Chancery has extended the duty of oversight to include officers of Delaware corporations.
The duty of oversight for officers and directors of Delaware Corporations
Delaware law has long held that directors of Delaware corporations have a duty to be “reasonably informed concerning the corporation,” including overseeing the corporation’s operational viability, legal compliance, and financial performance. Recently, the Delaware Court of Chancery has extended the duty of oversight to include officers of Delaware corporations.
Buyer (of MLP units) beware: Delaware Supreme Court confirms “maximum flexibility” permitted under Delaware law | JD Supra
In Bandera Master Fund, LP v. Boardwalk Pipeline Partners, LP, 2022 Del. LEXIS 381 (Dec. 19, 2022), the Delaware Supreme Court reversed a partial final judgment from the Court of Chancery, which held that a general partner of a master limited partnership was liable for improperly exercising a call right prescribed in the partnership agreement.
Delaware Court of Chancery reaffirms “high bar” to plead judicial dissolution claim | Perspectives | JD Supra
Analysis The respondents moved to dismiss pursuant to Court of Chancery Rules 12(b)(1), 12(b)(2), and 12(b)(6). First, under Rule 12(b)(1), the respondents argued that the petition should be dismissed in its entirety because the Court of Chancery lacks subject matter jurisdiction. Second, under Rule 12(b)(2), the respondents argued that the Court lacked personal jurisdiction over Klein.
Court of Chancery rebuffs acquirer’s attempt to enforce overbroad restrictive covenants | JD Supra
Background The parties Defendant Philip D. Adams was a general manager of Northwest Building Components, Inc. (Northwest), a Washington corporation. Northwest only has a single facility in Idaho, where it “manufacture[s] and sell[s] and deliver[s] roof trusses and … mostly lumber-based building products.” In addition to serving as a general manager, Adams also held an 8.33 percent interest in Northwest.
Delaware General Corporation Law expands exculpation rights to officers | JD Supra
The court declined to dismiss claims against Fresh Market’s general counsel because the complaint stated a claim for breach of the duty of care based on his alleged gross negligence in preparing inadequate merger disclosures. The court also relied on allegations that the chief executive officer, who was also a director, participated in his capacity as an officer in drafting the registration statement.
Biocatalytic C3‐Indole Methylation-A Useful Tool for the Natural‐Product‐Inspired Stereoselective Synthesis of Pyrroloindoles
Abstract Enantioselective synthesis of bioactive compounds bearing a pyrroloindole framework is often laborious. In contrast, there are several S-adenosyl methionine (SAM)-dependent methyl transferases known for stereo- and regioselective methylation at the C3 position of various indoles, directly leading to the formation of the desired pyrroloindole moiety.
“Lawyer Driven” Books and Records Demand Rejected by the Delaware Court of Chancery
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