Barnaby Grzaslewicz

October 23, 2024 | Delaware Business Court Insider

In this recent decision from the Delaware Court of Chancery, Seva Holdings v. Octo Platform Equity Holdings, the court considered whether a membership interest repurchase right under an LLC agreement triggered by breach of a nondisparagement restriction was enforceable, or whether the repurchase scheme violated the absolute litigation privilege.

By Barnaby Grzaslewicz

5 minute read

August 21, 2024 | Delaware Business Court Insider

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

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

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