This Period at a Glance
- Quiet week for T&E: All eight Court of Chancery opinions issued in this period were corporate or commercial in nature — none addressed wills, trusts, fiduciary duties in the T&E context, estate administration, or guardianship.
- Notable corporate developments: V.C. Fioravanti issued a substantial post-trial decision in Golden Rule Financial v. SRS (ASC 606 misapplication / $38M+ indemnification); V.C. Laster cleared Rule 12(b)(6) hurdles in the Footprint friends-and-family investor litigation (a separate fiduciary-duty opinion is forthcoming).
- Section 220 reminder: In Dinsmore v. Tribal Ready, V.C. David affirmed dismissal of a director's books-and-records demand because a stockholder consent had reconstituted the board before suit was filed — a useful timing reminder when family-LLC or trust-controlled entities lose director seats mid-dispute.
- LLC dissolution / contractual waiver: V.C. Will's KBA Wurzbach Portfolio opinion holds that a contractual waiver of statutory LLC dissolution is enforceable, and an involuntary foreclosure is not a "sale" triggering a bargained-for dissolution event — worth noting for family LLC and dynasty-trust structures with similar drafting.
- Watch list: A substantive fiduciary-duty ruling in Footprint (V.C. Laster) is expected in a forthcoming opinion; investor-trust plaintiffs there make it worth tracking for T&E-adjacent issues.
Client Alert Candidates
No client alert candidates this period. None of the eight opinions in this window changed, clarified, or extended Delaware T&E doctrine.
Case Summaries
No T&E-relevant opinions this period.
All eight Chancery opinions issued in the past seven days addressed corporate, M&A, advancement, securities, and LLC-governance disputes that fall outside the T&E practice areas covered by this digest (wills & testamentary trusts, inter vivos trusts, fiduciary duty in T&E context, estate administration, and guardianship). They are listed in the next section for reference.
Sean's standing watch items remain in effect — see Footprint (V.C. Laster) below for a forthcoming separate fiduciary-duty opinion that may have T&E-adjacent significance because several plaintiffs sue as trustees of family living and grantor trusts.
Other Opinions (Non-T&E)
Elias Guerra, in his capacity as Securityholder Representative of former stockholders of Popwallet, Inc. v. Snap Inc.
— May 1, 2026 — Magistrate Wright — Master's Report Granting Motion to Dismiss — Securityholder representative's post-merger fraud claims dismissed as preempted by the federal Securities Litigation Uniform Standards Act (SLUSA).
Scott A. Dinsmore v. Tribal Ready, PBC
— May 1, 2026 — V.C. David — Letter Opinion Resolving Exceptions — Books-and-records action under 8 Del. C. § 220(d) dismissed for lack of standing; former director who lost his board seat by stockholder consent before filing could not perfect inspection rights.
Timothy H. Meyers v. Zimmer Biomet Holdings, Inc. and Embody, Inc.
— May 1, 2026 — V.C. David — Memorandum Opinion Resolving Motion to Dismiss — Earnout dispute under merger agreement; fraud, breach-of-contract, and implied-covenant claims survive against Zimmer Biomet over alleged misrepresentations about hiring 94 sports-medicine sales reps.
Eric Douglas Guilbeau, et al. v. Footprint International Holdco, Inc., et al.
— April 30, 2026 — V.C. Laster — Opinion Addressing Rule 12(b)(6) Motions to Dismiss — Rule 12(b)(6) ruling on early-stage friends-and-family investors' contract claims against Footprint and its sponsors; an opinion on related fiduciary duty claims will be issued separately. (Several plaintiffs sue in capacity as trustees of family living/grantor trusts but the dispute is purely corporate/contractual.)
Golden Rule Financial Corporation v. Shareholder Representative Services LLC
— April 30, 2026 — V.C. Fioravanti — Memorandum Opinion (Post-Trial) — Post-trial decision: buyer prevails on $38M+ indemnification claim arising from seller's misapplication of ASC 606 revenue recognition standard; res judicata and indemnification-cap defenses rejected.
In Re Dissolution of KBA Wurzbach Portfolio, LLC
— April 30, 2026 — V.C. Will — Memorandum Opinion Regarding Motion to Dismiss — Statutory dissolution petition dismissed; the LLC agreement contractually waived statutory dissolution and an involuntary foreclosure does not constitute a 'sale' triggering the bargained-for dissolution event.
WIA Holdings LLC et al. v. Scottish American Capital LLC et al.
— April 29, 2026 — Judge Wallace (sitting by designation) — Letter Decision Granting Limited Reargument — Plaintiffs' motion for limited reargument granted in post-closing dispute over indemnification, undisclosed liabilities, and alleged transaction-proceeds distributions in insurance-asset acquisition.
Stephen Davis v. EpicentRx, Inc.
— April 28, 2026 — V.C. Will — Letter Opinion Resolving Exceptions — Exceptions granted; Magistrate's appointment of a limited-purpose receiver to enforce an advancement order vacated as disproportionate after the underlying arrearage was cured before the ruling.
Opinion PDF Links
Scott A. Dinsmore v. Tribal Ready, PBC (May 1, 2026 • C.A. No. 2025-0762-DH (BWD))
Stephen Davis v. EpicentRx, Inc. (April 28, 2026 • C.A. No. 2024-0365-LM (LWW))