Barnaby Grzaslewicz

August 21, 2024 | Delaware Business Court Insider

Minority Stockholder Was Not a Controller Because Plaintiff Did Not Adequately Plead Actual Control of the Company's Business Affairs

The actual control theory is "not easy to satisfy." In its recent decision, Scianella v. AstraZeneca UK Limited, C.A. No. 2023-0125-PAF (Del. Ch. July 8, 2024), the Delaware Court of Chancery emphasized that plaintiffs have a steep burden even at the pleadings stage to demonstrate actual control.

By Barnaby Grzaslewicz

5 minute read

May 22, 2024 | Delaware Business Court Insider

Del. Exclusive Forum Selection Clause Does Not Bind Contracting Party's Managers, Principals, Owners Who Do Not Directly Benefit From Contract

Parties to transaction agreements often choose Delaware as the exclusive forum for disputes arising out of their transactions. This is common, where the parties are from diffuse geographic locations, but desire a single forum well-versed in corporate and commercial law—like Delaware—to resolve their disputes.

By Barnaby Grzaslewicz

5 minute read

December 15, 2021 | Delaware Business Court Insider

Chancery Finds 'Bird-Dogging' Entitles Plaintiff to Compensation Under Unjust Enrichment Theory

While parties may discuss the terms of a business arrangement, absent definite agreement on all material terms or a definite promise, these arrangements are generally unenforceable.

By K. Tyler O'Connell and Barnaby Grzaslewicz

4 minute read

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