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Articles by Carl Neff
Court Of Chancery Adopts A Floating Post-Judgment Interest Rate On Remand
Pierson Ferdinand LLP are most popular: within Insolvency/Bankruptcy/Re-Structuring topic(s) The award of interest is one of those questions that decides real money but rarely receives sustained judicial attention. A recent decision from the Court of Chancery is a useful reminder that, in equity, the rate of interest is a matter of discretion rather than mechanical application of a statute. In William J. Brown v. Matterport, Inc., C.A. No. 2021-0595-LWW (Del.
Delaware Superior Court Confirms Shareholder Representative Standing And Dismisses A Duplicative Implied Covenant Claim
Pierson Ferdinand LLP are most popular: within Insolvency/Bankruptcy/Re-Structuring topic(s) Post-closing merger disputes are increasingly litigated not by the selling stockholders themselves but by a designated shareholder representative acting on their behalf. That structure is now standard in private M&A, yet buyers still test it, often by arguing that the representative is not the real party in interest. In Shareholder Representative Services, LLC v.
Chancery Imposes Spoliation Sanctions Over Vanishing Signal Messages In The WWE Merger Litigation
Pierson Ferdinand LLP are most popular: within Insolvency/Bankruptcy/Re-Structuring topic(s) The Court of Chancery has issued a significant decision on the preservation of electronically stored information, and it should give pause to anyone who relies on disappearing-message applications after litigation is on the horizon. In In re World Wrestling Entertainment, Inc. Merger Litigation, Consol. C.A. No. 2023-1166-JTL (Del. Ch. May 26, 2026), Vice Chancellor J.
Chancery Dismisses KnowBe4 Stockholder Challenge: No Control Group, And A Cleansing Vote
Pierson Ferdinand LLP are most popular: within Insolvency/Bankruptcy/Re-Structuring topic(s) A recurring question in deal litigation is when a handful of large investors who roll over their equity in a take-private become a “control group” subject to entire fairness review. In Le Clair v. KnowBe4, Inc., C.A. No. 2024-1143-KSJM (Del. Ch. May 27, 2026), Chancellor Kathaleen St. J.
When A Board Designee Serves Two Masters: Zync v. Porsche In The Court Of Chancery
Pierson Ferdinand LLP are most popular: within Insolvency/Bankruptcy/Re-Structuring topic(s) A recurring tension in venture-backed companies is that the investor who funds the business often wants a seat at the board table, and once its designee takes that seat, he or she owes fiduciary duties to the company, not to the investor who put them there. A recent decision from the Court of Chancery shows what can happen when those two loyalties collide. In Zync, Inc. v.
Does “Defend” Mean “Advance”? Not Necessarily, Says The Court Of Chancery
Pierson Ferdinand LLP are most popular: with readers working within the Banking & Credit industries 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.
First Detailed RVO Opinion In The Second Circuit: In Re Iovate Health Sciences International Inc.
Pierson Ferdinand LLP are most popular: with readers working within the Banking & Credit industries 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.
First Detailed RVO Opinion in the Second Circuit: In re Iovate Health Sciences International Inc.
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.
Does “Defend” Mean “Advance”? Not Necessarily, Says the Court of Chancery
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 Wright issued a Report recommending denial of a member’s motion for judgment on the pleadings in an advancement action.
“A Product of Mutual Deceit”: Court of Chancery Rejects Manufactured Corporate Records in Section 225 Control Fight
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 trial revealed that the corporate documents on which the plaintiff relied — a written consent and a stock ledger — had been fabricated. Tracki, Inc.
Delaware Bankruptcy Court Provisionally Extends Chapter 15 Stay To U.S. Cannabis Subsidiaries Of Canadian Debtor
Pierson Ferdinand LLP are most popular: with readers working within the Insurance industries 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 Arrangement Act (CCAA).
How Far Can A Plan Injunction Reach? Delaware Weighs In On Gatekeeping
Pierson Ferdinand LLP are most popular: with readers working within the Insurance industries On August 21, 2025, Judge Craig T. Goldblatt of the United States Bankruptcy Court for the District of Delaware issued a significant ruling in In re AIO US, Inc. (the Avon Products bankruptcy) that rejected a "gatekeeping" provision in a proposed Chapter 11 plan.
Coney Island Auto Parts: The Supreme Court Closes The Door On Untimely Void-Judgment Challenges
Pierson Ferdinand LLP are most popular: with readers working within the Insurance industries The Supreme Court’s January 2026 decision in Coney Island Auto Parts Unlimited, Inc. v. Burton, 607 U.S. 155 (2026), resolves a significant circuit split and reinforces a basic principle of judicial efficiency: judgments must eventually become final, even when they suffer from procedural defects.
Plan Confirmation Is Final: Delaware Bankruptcy Court Rejects Virgin Orbit Equity Holders’ Revocation Motion
Pierson Ferdinand LLP are most popular: with readers working within the Accounting & Consultancy, Banking & Credit and Insurance industries In a decision emphasizing the finality of confirmed Chapter 11 plans, the United States Bankruptcy Court for the District of Delaware denied a motion by Virgin Orbit equity holders to revoke the plan confirmation order in Virgin Orbit, L.L.C., 659 B.R. 36 (Bankr. D. Del. 2024).
When Chapter 11 Cannot Rewrite A Lease: The Aspen Chapel’s Cautionary Tale On Statutory Protections And Bad Faith Planning
Pierson Ferdinand LLP are most popular: with readers working within the Accounting & Consultancy, Banking & Credit and Insurance industries In the January 15, 2026 decision rendered in In re The Aspen Chapel, the United States Bankruptcy Court for the District of Colorado provided a significant reminder that bankruptcy, while a powerful tool for financial restructuring, cannot be weaponized to circumvent the statutory protections Congress extended to tenants occupying leased real property.
Insider DIP Financing In Litigation-Only Estates: Insights From SPAC Recovery Co.
Pierson Ferdinand LLP are most popular: with readers working within the Accounting & Consultancy, Banking & Credit and Insurance industries When a special purpose acquisition company burns through capital pursuing a failed deal, it often emerges from the wreckage with nothing but litigation claims. How, then, should a debtor with no operational revenue prosecute those claims? Judge John P.
Foreign Incorporation Does Not Shield Debtors From Involuntary Chapter 11: The Xinyuan Decision
Pierson Ferdinand LLP are most popular: with readers working within the Accounting & Consultancy, Banking & Credit and Insurance industries The U.S. Bankruptcy Court for the Southern District of New York recently rejected arguments that a foreign debtor's incorporation outside the United States and concurrent foreign restructuring proceedings should compel dismissal of an involuntary Chapter 11 petition. In re Xinyuan Real Estate Co., Ltd.
Chancery Holds Forum Selection Clause In Stock Repurchase Agreement Does Not Bar Claims Arising Under Incorporated Separation Agreement
Pierson Ferdinand LLP are most popular: with readers working within the Accounting & Consultancy, Banking & Credit and Insurance industries A Memorandum Opinion issued by Vice Chancellor Lori W. Will on March 17, 2026 in Armaments Research Company, Inc. v. William O'Neil, C.A. No. 2025-0944-LWW (Del. Ch. Mar. 17, 2026) provides an important reminder about the limits of forum selection clauses in multi-agreement transactions.
Foreign Incorporation Does Not Shield Debtors from Involuntary Chapter 11: The Xinyuan Decision
The U.S. Bankruptcy Court for the Southern District of New York recently rejected arguments that a foreign debtor’s incorporation outside the United States and concurrent foreign restructuring proceedings should compel dismissal of an involuntary Chapter 11 petition. In re Xinyuan Real Estate Co., Ltd.
Court Of Chancery Rules Fraud Claims Trigger Investigation Rights Under MIPA Indemnification Provisions
Pierson Ferdinand LLP are most popular: with readers working within the Accounting & Consultancy, Banking & Credit and Insurance industries In DRS Family Holdings, Inc. v. Regal Buyer, LLC, C.A. No. 2025-1452-BWD (Del. Ch. Mar.
A Voting Agreement Is Not A Proxy: Chancery Invalidates LLC Officer Removal In Ropko v. McNeill
Pierson Ferdinand LLP are most popular: with readers working within the Accounting & Consultancy, Banking & Credit and Insurance industries In a post-trial Memorandum Opinion issued on March 16, 2026, Vice Chancellor Paul A. Fioravanti, Jr. addressed one of the more consequential questions in LLC governance disputes: when a founder holds a voting agreement with his co-managers, does that agreement authorize him to execute a written removal consent on their behalf? The court’s answer in Ropko v.
A Voting Agreement Is Not a Proxy: Chancery Invalidates LLC Officer Removal in Ropko v. McNeill
In a post-trial Memorandum Opinion issued on March 16, 2026, Vice Chancellor Paul A. Fioravanti, Jr. addressed one of the more consequential questions in LLC governance disputes: when a founder holds a voting agreement with his co-managers, does that agreement authorize him to execute a written removal consent on their behalf? The court’s answer in Ropko v. McNeill, C.A. No. 2024-1193-PAF (Del. Ch. Mar. 16, 2026) was a clear no.
Delaware Supreme Court Revives Non-Compete Claims Tied To Equity Incentive Awards In Payscale v. Norman
Pierson Ferdinand LLP are most popular: with readers working within the Accounting & Consultancy, Banking & Credit and Insurance industries The Delaware Supreme Court’s decision in Payscale Inc. v. Erin Norman and BetterComp, Inc., No. 297, 2025 (Del. Mar. 19, 2026), is an important course correction for employers seeking to enforce restrictive covenants tied to equity incentive plans.
Delaware Supreme Court Revives Ex-Partner’s Compensation Claims Against Centerview Partners, Limits Collateral Estoppel
Pierson Ferdinand LLP are most popular: with readers working within the Accounting & Consultancy, Banking & Credit and Insurance industries The long-running dispute between investment banker David Handler and M&A advisory boutique Centerview Partners has taken another turn. In David A. Handler v. Centerview Partners Holdings LP, et al., No. 269, 2025 (Del. Mar.
Chancery Grants Advancement To Corporation Co-Founder Amid Federal Cryptocurrency Investigation
Pierson Ferdinand LLP are most popular: with readers working within the Accounting & Consultancy and Insurance industries In a thorough 52-page report issued on March 6, 2026, Magistrate Wright of the Court of Chancery resolved cross-motions for summary judgment in Manche v. MVMT Labs, Inc., C.A. No. 2025-1407-CDW, granting advancement to a corporation's co-founder who incurred legal fees in connection with a federal investigation into the corporation's cryptocurrency activities.
What Makes Business Dispute Mediations Succeed In Delaware
Carl Neff’s articles from Pierson Ferdinand LLP are most popular: with readers working within the Insurance and Securities & Investment industries I have spent the better part of my career litigating business disputes in the Delaware Court of Chancery, the Delaware Superior Court, and the United States Bankruptcy Court for the District of Delaware. Over the course of that work, one of the things I have come to appreciate most is the mediation process.
Delaware Courts Reject Novel Attempt To Avoid Reasonableness Review Of Restrictive Covenants
Carl Neff’s articles from Pierson Ferdinand LLP are most popular: with readers working within the Accounting & Consultancy, Insurance and Media & Information industries In a pair of decisions from the Delaware Court of Chancery and the Delaware Supreme Court, Vice Chancellor Morgan T. Zurn and the Supreme Court en banc rejected a creative but ultimately unsuccessful attempt to circumvent the reasonableness requirement for restrictive covenants.
Delaware Courts In 2025: A Year Of Course Correction
If 2024 was the year Delaware's corporate law establishment got nervous, 2025 was the year it fought back. And fought back hard. For those of us who follow Delaware corporate law closely, the past year has been nothing short of remarkable.
Delaware Courts in 2025: A Year of Course Correction
If 2024 was the year Delaware’s corporate law establishment got nervous, 2025 was the year it fought back. And fought back hard. For those of us who follow Delaware corporate law closely, the past year has been nothing short of remarkable.
Insurance Coverage Considerations When Negotiating Stay Relief In Bankruptcy Cases
When personal injury attorneys face a defendant who files for bankruptcy, progress on the case suddenly halts as the automatic stay takes effect. While obtaining relief from the stay is the first challenge (as discussed in my previous article), understanding the insurance coverage landscape is equally critical. Most successful stay relief negotiations involve limiting recovery to available insurance proceeds, and in my experience, the details matter tremendously in these situations.
Delaware's New DGCL Section 220 Amendments: Transforming Books And Records Access
PF Pierson Ferdinand LLP More Pierson Ferdinand strives to provide excellent legal counsel and representation to clients worldwide from 20+ key markets in the US and UK. We specialize in handling complex legal matters and providing solutions to our clients' most pressing needs. Our lawyers come from top global law firms, including Am Law-ranked, regional and boutique law firms, federal and state government careers, and senior in-house counsel roles.
Delaware Court Blocks Stockholder's Attempt To Use Appraisal Rights As A Section 220 Workaround
In a noteworthy decision from the Delaware Court of Chancery, Vice Chancellor Morgan T. Zurn dismissed a stockholder's attempt to use an appraisal petition as an alternative method to obtain corporate books and records. What struck me most about this opinion is the court's thorough analysis of the statutory distinctions between Sections 220 and 262.
Chancery Grants Conditional Stay Of Delaware Books And Records Appeal
I've been following this case closely, and I think the Court of Chancery's ruling offers a perfect illustration of Delaware's pragmatic approach to books and records disputes. In a recent decision, the Delaware Court of Chancery addressed the standards for staying a books and records production order pending appeal. Vice Chancellor David's opinion in Bruch v. Switchboard Technology Labs provides important guidance on how the court evaluates such requests.
Valuation Victory For Insurance Broker: Delaware Court Awards $416K In Partnership Dispute
I just read an interesting Delaware Court of Chancery decision in Walker v. FRP Investors GP. This is a post-trial opinion from Vice Chancellor Zurn that offers some interesting insights into Delaware partnership agreements and valuation disputes. The case involves Cornelius "Cory" Walker, who helped build an insurance brokerage company that entered a lucrative partnership with private equity sponsor Warburg Pincus.
I just read an interesting Delaware Court of Chancery decision in Walker v. FRP Investors GP. This is a post-trial opinion from Vice Chancellor Zurn that offers some interesting insights into Delaware partnership agreements and valuation disputes. The case involves Cornelius “Cory” Walker, who helped build an insurance brokerage company that entered a lucrative partnership with private equity sponsor Warburg Pincus.
From First Check To IPO: How Founder Protection Strategies Should Evolve Through Company Stages
If there's one thing I've learned from years of working with founders, it's that protecting your position isn't a one-and-done deal. The mechanisms that keep you safely in the driver's seat during your seed round might be woefully inadequate by the time you're raising a Series C. Let me walk you through how founder protection needs to evolve as your company grows from scrappy startup to potential IPO candidate.
From First Check to IPO: How Founder Protection Strategies Should Evolve Through Company Stages
If there’s one thing I’ve learned from years of working with founders, it’s that protecting your position isn’t a one-and-done deal. The mechanisms that keep you safely in the driver’s seat during your seed round might be woefully inadequate by the time you’re raising a Series C. Let me walk you through how founder protection needs to evolve as your company grows from scrappy startup to potential IPO candidate.
Safeguarding Vision: The Critical Importance Of Founder Protection Clauses
I've seen it happen time and again in the high-stakes world of venture capital and startup growth—brilliant founders suddenly finding themselves pushed to the sidelines of their own companies. One minute you're the visionary CEO, the next you're being shown the door by the very investors you brought in. As funding rounds pile up and ownership dilutes, founders can watch control over their original vision slip through their fingers.
Delaware General Corporation Law Amended: Key Shifts In Controller Transactions And Books & Records Access
PF Pierson Ferdinand LLP More Pierson Ferdinand strives to provide excellent legal counsel and representation to clients worldwide from 20+ key markets in the US and UK. We specialize in handling complex legal matters and providing solutions to our clients' most pressing needs. Our lawyers come from top global law firms, including Am Law-ranked, regional and boutique law firms, federal and state government careers, and senior in-house counsel roles.
Delaware Bankruptcy Court Grants Late-Filed Abuse Claim In Boy Scouts Bankruptcy Case, Finding Excusable Neglect Despite Substantial Delay
The letter decision, issued by Judge Laurie Selber Silverstein of the United States Bankruptcy Court for the District of Delaware on December 16, 2024, addresses a Motion to Allow Late-Filed Proof of Claim in the Boy Scouts of America bankruptcy case. The movant, identified only as "J.C.," sought permission to file a late claim under the "excusable neglect" standard established in Pioneer Investment Services Co. v. Brunswick Associates, 507 U.S. 380 (1993).
Unambiguous LLC Agreement Terms Prevail: When Investors Can Remove A CEO Without Board Consent
In Star America Rail Holdco, LLC v. Casey Cathcart and Cathcart Rail Holdco, LLC, C.A. No. 2024-0883-LWW, the Delaware Court of Chancery considered whether unambiguous LLC agreement terms allowed an outside investor to remove a company's CEO without the board's consent. The Court decided that unambiguous terms of an agreement prevail, and the investor was entitled to remove the CEO under those terms.
The letter decision, issued by Judge Laurie Selber Silverstein of the United States Bankruptcy Court for the District of Delaware on December 16, 2024, addresses a Motion to Allow Late-Filed Proof of Claim in the Boy Scouts of America bankruptcy case. The movant, identified only as “J.C.,” sought permission to file a late claim under the “excusable neglect” standard established in Pioneer Investment Services Co. v. Brunswick Associates, 507 U.S. 380 (1993).
Fee-Shifting Granted Against Delaware Corporation In Books And Records Action; Receiver Appointed
In the Section 220 books and records inspection case of PVH Polymath Venture Holdings Ltd. v. TAG Fintech Inc., C.A. No. 2023-0502-BWD (Del. Ch. Jan. 26, 2024), PVH Polymath Venture Holdings Ltd. ("Polymath") sought inspection of TAG Fintech, Inc.'s ("TAG") records after discovering TAG had submitted a forged letter to Pakistani regulators.
In the Section 220 books and records inspection case of PVH Polymath Venture Holdings Ltd. v. TAG Fintech Inc., C.A. No. 2023-0502-BWD (Del. Ch. Jan. 26, 2024), PVH Polymath Venture Holdings Ltd. (“Polymath”) sought inspection of TAG Fintech, Inc.’s (“TAG”) records after discovering TAG had submitted a forged letter to Pakistani regulators.
Delaware Court Emphasizes Strict Compliance With Books And Records Demand Requirements
As we've discussed previously, it is imperative that a stockholder making a books and records demand under Section 220 of the Delaware General Corporation Law (DGCL) comply with all statutory requirements. The recent decision of Martin Floreani et al. v. FloSports, Inc., C.A. No. 2023-0684-LM (Del. Ch. Oct. 31, 2024) underscores this important principle.
An Updated Primer On Delaware Books And Records Demands Pursuant To Section 220 Of The DGCL
Delaware stockholders and directors have an important tool in their arsenal to obtain information from a Delaware corporation: Section 220 of the Delaware General Corporation Law ("DGCL"). The statute confers standing upon stockholders or directors to demand inspection of the books and records of a Delaware corporation. 8 Del. C. § 220.
Nothing Ordinary About It: Delaware Court Rejects Simple Statistics In Preference Action
In the recent decision of FI Liquidating Trust v. The Terminix International Company Limited Partnership, Civ. No. 23-1233 (D. Del. Oct. 29, 2024), the United States District Court for the District of Delaware reversed and remanded a bankruptcy court's summary judgment ruling in a preference action.
PetroQuest Energy Files Second Bankruptcy, Plans Asset Sale Amid $115.5M Debt
PetroQuest Energy Inc., a Louisiana-based oil and gas exploration company, has filed for bankruptcy in Delaware with $115.5 million in debt ($104.5 million secured, $11 million unsecured). This marks their second bankruptcy filing, having previously emerged from Chapter 11 in 2019. The company, which was founded in 1998 and focuses on oil and natural gas properties in Texas and Louisiana, plans to sell its east Texas operations while in Chapter 11.
Oya Renewables - Bidding Procedures Motion
On November 6th, Oya Renewables Development LLC, et al. (the "Oya Debtors") filed a bidding procedures motion to approve the proposed bidding procedures in connection with the sale of substantially all of the Oya Debtors' assets.
Ownership Without Membership: Delaware Court Enforces 15% Business Interest Through Promissory Estoppel
In Rostowsky v. Hirsch, C.A. No. 2022-0004-SG (Del. Ch. Oct. 15, 2024), the Delaware Court of Chancery addressed the ownership interest held by plaintiff, Ari Rostowsky, in a business he formed with the defendants, Laura Hirsch and Lisa True, even though he was not included as a member under the LLC operating agreement. The business was formally structured as a Delaware LLC, Aither Health (Aither). Aither is a service business related to administration of health insurance claims.
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