/>iThis is the 20th-anniversary edition of Francis Pileggi’s annual list of key corporate and commercial decisions of the Delaware Supreme Court and the Delaware Court of Chancery. This year’s list does not attempt to include all important decisions of those courts that were rendered in 2024, and eschews some of the cases already extensively discussed by the mainstream press or legal trade publications. This list highlights 20 of the notable decisions that should be of widespread interest to those involved in corporate and commercial litigation or those who follow the latest developments in this area of Delaware law.
Each title below links to a longer summary and the actual decision for each case appearing on the Delaware Corporate and Commercial Litigation Blog.
Non-Voting Class Stock Gets No Vote on Officer Exculpation
In a decision driven by long-standing precedent and close adherence to historical interpretations of the Delaware General Corporation Law, the Supreme Court in In re Fox Corp./Snap Inc. Section 242 Litig., Nos. 120 & 121, 2023 (Del. Supr. Jan. 17, 2024), affirmed the Court of Chancery’s holding that Section 242(b)(2) of the DGCL did not require a separate class vote of non-voting shares for a certificate of incorporation amendment to provide for officer exculpation under Section 102(b)(7).
Both Fox Corp. and Snap Inc., who each had several classes of stock, adopted in 2022 officer exculpation charter amendments allowed by recent Delaware legislation. Both were sued by their respective non-voting common stockholder class and those actions were consolidated by the Court of Chancery, which granted the defendants’ joint motion for summary judgment.
The Class A Stockholders claimed that the “plain language” of Section 242(b)(2) unambiguously required a class vote before adopting the exculpatory charter provisions. They argued stockholders have three fundamental “powers” – to vote, sell, and sue–and that power includes “[t]he ability to act or not act[.]”
The companies countered that Sections 242(b)(2), 151(a), and 102(a)(4) – with their overlapping use of the terms “powers,” “preferences,” and “special rights” – must be read together—and when read together, “powers” cannot carry the powerful dictionary definition that the plaintiffs contend it must have. The Court of Chancery agreed. On appeal, the high court agreed that the “the stockholders’ rigid interpretation of “powers” upsets the balance between Sections 242(b)(1) and (2). Section 242(b)(2) is intended as a “safeguard” to protect the powers, preferences and special rights authorized by Section 151 and expressed in the charter. It is not a broad grant of the right to vote on any amendment affecting any attribute of stock ownership.”
Delaware Supreme Court Again Clarifies MFW Standard
The full Supreme Court recently reversed the dismissal of a shareholder challenge to a private equity consortium’s acquisition of Inovalon Holdings Inc. after finding the cloud-based healthcare industry support provider’s directors did not fully reveal to investors the conflicted roles of the deal’s financial advisors, as the high court’s seminal MFW ruling requires, in City of Sarasota Firefighters Pension Fund et al. v. Inovalon Holdings Inc., No. 305, 2023 (Del. Supr. May 1, 2024).
The high court said MFW required Inovalon’s special committee of directors that negotiated the merger terms to reveal the full extent of their financial advisors’ involvement with counterparties in this transaction. Without that information, the Inovalon minority shareholders could not cast the informed merger vote that would justify business judgment review and dismissal of the suit.
It was not enough to simply disclose to investors that the advisors might have received fees from counterparties to the transaction, the high court said, because, “when a board chooses to disclose a course of events or to discuss a specific subject, it has long been understood that it cannot do so in a materially misleading way, by disclosing only part of the story, and leaving the reader with a distorted impression.” Rather, “[d]isclosures must provide a balanced, truthful account of all matters they disclose.”
The decision marked the second time in as many months that the high court overturned a Court of Chancery’s merger ruling on grounds that, the justices found, too little was required of the challenged deal’s proponents under MFW. In the case styled In re Match Group Inc. Derivative Litigation, Del. Supr., No. 368, 2022 (April 4, 2024), Chancery had allowed an asset reshuffle that allegedly dealt less value and more debt to pension fund investors compared to IAC insiders. The high court said, in a controller-dominated deal, all the directors of the negotiating committee—not just a majority—had to be independent to avoid review under the exacting entire fairness standard.
Limited Scope of Section 225 Proceedings Confirmed
The Supreme Court recently affirmed a Chancery decision that described the limited scope of a summary proceeding under DGCL Section 225 to determine who properly holds a corporate office.
In Barby v. Young, No. 391, 2023 (Del. Supr. June 11, 2024), the high court indicated that among the limited related topics that can be addressed in connection with determining who properly holds a corporate office, are: the validity of stock issuances, stock transfers, and stock acquisitions to determine which vote should be counted in ascertaining proper board composition. See footnote 2.
The court emphasized that the limited scope of a 225 proceeding cannot include the rescission of a transaction procured through unlawful behavior, which is the type of relief that can only be obtained in a plenary action in a court that has in personam jurisdiction over necessary parties as opposed to an in rem Section 225 proceeding.
Chancery Partially Strikes Privileged and Confidential Information Contained in the Complaint
The Court of Chancery, in Icahn Partners LP, et al. v. deSouza, et al., C.A. No. 2023-1045-PAF (Del. Ch. Jan. 16, 2024), granted a motion to strike portions of a complaint derived from privileged or confidential board-level communications. The issue was whether an employee of the Plaintiff was permitted to share privileged information with the Plaintiffs and whether Plaintiffs could disclose that confidential information in a civil complaint against the Company’s directors. Vice Chancellor Fioravanti acknowledged that the court “has not developed a bright-line rule” regarding directors’ sharing of privileged information with the stockholders who nominated them. Under Delaware law, a director may share privileged or confidential company information with a stockholder when the director is either: (i) Designated to the board by the stockholder (known as “designated-director” matters) pursuant to a contract; or the stockholder’s voting power, i.e., a controlling stockholder, or (ii) serves in a controlling or fiduciary capacity with the stockholder (known as “one-brain” or “dual-fiduciary” matters).
The court recognized the challenged information did “not neatly fit into the four categories that permit the court to strike information from a pleading under Rule 12(f).” Nevertheless, the court used its broad equitable powers “to protect confidential information and to formulate an appropriate remedy in the event confidential or privileged information is improperly interjected into litigation.” The court granted the motion and required all references to challenged information be stricken from the complaint.
Chancery Illustrates Fundamental Principles of Delaware Corporate Law
The Court of Chancery’s decision in In Re Sears Hometown & Outlet Stores, Inc. S’holder Litig., 2024 WL 262322 (Del. Ch., Jan. 24, 2024), clarified the fiduciary duties of controlling stockholders (controllers) who use their voting power to alter the "status quo." The court ruled that such controllers owe fiduciary duties of loyalty and care to the corporation and its minority shareholders. These duties, while not as stringent as those of directors, include the obligation not to intentionally harm the company or its minority stockholders and to avoid grossly negligent actions. A controller may block or vote against transactions but fiduciary duties are triggered when taking action to change the status quo.
The case involved a Sears controller who owned over 50% of the company’s stock and initially acted passively. However, when a special committee proposed a liquidation plan, the controller opposed it, fearing it would destroy value. To block the plan, the controller amended the company’s bylaws to impose a 90% board vote requirement and removed two directors who supported the liquidation. The controller then negotiated a transaction that would eliminate the minority stockholders' interests, but the court later found this action to be unfair.
While the court determined that the controller did not breach his fiduciary duties in blocking the liquidation, it applied the entire fairness test to the subsequent transaction. The controller failed to meet the fairness standard, as the transaction was not conducted at a fair price or in good faith. As a result, the court ordered the controller to pay damages equal to the difference between the transaction price and the company’s true value.
Best Practices for Answering a Complaint
The transcript ruling in 26 Capital Acquisition Corp. v. Tiger Resort Asia Ltd., C.A. No. 2023-0128-JTL, (Del. Ch. Feb. 9, 2023), provides best practices for how to craft answers to a complaint. The court disapproved of the common tactic of denying most allegations in the complaint when those denials demonstrate a lack of careful attention to detail. The court discouraged denials of things that should be “really difficult to dispute” and instead expected parties to prepare answers that “fairly meet the allegations of the complaint . . . [in a way that] will help frame the issues in dispute.”
Various Precepts of Delaware LLC Law with Broad Application Discussed
A Court of Chancery decision in Kuramo Capital Mgmt., LLC v. Seruma, 2024 Del. Ch. LEXIS 177 (Del. Ch. Apr. 30, 2024), addressed many Delaware legal precepts of importance in connection with claims by members in a web of related alternative entities, that have broad application for those involved in commercial and business litigation, including:
- The fiduciary duties of LLC managers, and the prerequisites for limiting or eliminating those duties;
- The contractual standard requiring actions to be “fair and reasonable,” to be akin to an entire fairness review;
- The well-known three standards of review when analyzing claims for breach of fiduciary duty; and
- A helpful discussion of why there was no right to indemnification due to the findings of a lack of good faith and breach of fiduciary duty, resulting in a clawback of funds previously advanced.
Portfolio Theory and Delaware Corporate Law Discussed
The plaintiff argued in McRitchie v. Zuckerberg, 315 A.3d 518 (Del. Ch. 2024), that Delaware law has adopted—or should adopt— a diversified-investor model, particularly for systemically significant corporations like Meta, which the plaintiff claims impacts the economy significantly. In response, Meta argued that Delaware law currently supports a firm-specific model, which justifies their management approach. They sought to dismiss the complaint for failure to state a valid claim. Vice Chancellor Laster granted the motion to dismiss, stating:
Under the standard Delaware formulation, directors owe fiduciary duties to the corporation and its stockholders. Implicitly, the “stockholders” are the stockholders of the specific corporation that the directors serve, i.e., “its” stockholders. The standard Delaware formulation thus contemplates a single-firm model (or firm-specific model) in which directors of a corporation owe duties to the stockholders as investors in that corporation. That point is so basic that no Delaware decisions have felt the need to say it.
Ultimately, the court held that (1) directors' fiduciary duties run to the corporation and the stockholders of that specific corporation under a single-firm rather than diversified-investor model, and (2) defendants did not have fiduciary duty to seek to maximize value for stockholders who were diversified investors.
Chancery Discusses Caremark and Massey Claims
In Firefighters' Pension Sys. v. Found. Bldg. Mat'ls, Inc., C.A. No. 2022-0466-JTL (Del. Ch. May 31, 2024), the Court of Chancery addressed at the motion to dismiss stage numerous claims brought by a stockholder plaintiff against a controlling stockholder, directors under the control of the controller, a special committee, and financial advisors, concerning a consummated merger. The court’s lengthy decision underscored its vigilance and interest in protecting minority shareholders from the effects of conflicts of interest, in particular those stemming from a controlling stockholder, that may have an influence on terms of a transaction.
The traditional rule is that “Delaware law does not charter lawbreakers,” articulated in In re Massey Energy Co., 2011 WL 2176479 (Del. Ch. May 31, 2011), and part of a general family of cases that fall under the Caremark rubric that requires Delaware managers to take reasonable steps to ensure legal compliance.
Chancery Discusses Requirements for Dissolution of an Entity
A gem of a decision, notwithstanding—or maybe because of—its brevity, that addresses the minimum allegations required to seek dissolution of a business entity, deserves a place in the pantheon of Delaware court rulings. It presents itself to the world in the form of a short and humble Order that simply recites core principles while denying a motion to dismiss a petition for the dissolution of an LLC. It is a big win for acknowledging the nuanced dynamics of business relationships in a closely held entity.
In Walter v. McManus, C.A. No. 2024-0412-NAC (Del. Ch. June 7, 2024) (ORDER), the court restated several key principles of law regarding the dissolution of LLCs or corporations highlighted below in bullet points. Among the most exemplary discussions of the minimum requirements for surviving a motion to dismiss a petition for dissolution of a business entity are those in the Chancery decision of T&S Hardwoods, highlighted on these pages. Highlights of other dissolution decisions on these pages over the last 20 years are available at this link.
Highlights:
- The first paragraph of the Order describes several “convincing” factors that support a judicial dissolution such as an operating agreement that gives no means of navigating around a deadlock, or the existence of a board-level voting deadlock—but the Order wisely at least implies that there is no express per se requirement for a deadlock.
- The court made the sensible observation that: it is not necessary to suggest that the business must be “metaphorically ablaze to state a reasonably conceivable claim to dissolve.”
- Importantly, the court instructed that the counterpart corporate statute, DGCL Section 273, is often used by analogy to apply to dissolution cases under the LLC Act. The court sagely reasons that the corporate dissolution statute: “does not mandate that the parties struggle until they have destroyed their relationship entirely and jeopardized their business.”
- Although it is not required to be so pled, the court found it relevant that there was “grave risk to the business, even if it is entirely profitable, via a residual inertial status quo.”
- Delaware law does not require a member to plead she made a performative proposal she knew would be dead-on-arrival as a predicate to seeking judicial resolution.” (citing Seokoh, 2021 WL 1197593, at * 11) (also distinguishing Arrow, 2009 WL 1101682, as not based on deadlock.)
- Both the T&S Hardwoods Chancery opinion described on these pages, and this decision demonstrate a sensitivity to the exigencies of the nuanced business dynamics in closely held entities, and that recognition supports a standard that is more closely aligned to no-fault divorces, as opposed to some opinions at the trial-court level that have attempted to impose additional requirements that are not in the statute, but instead are akin to requiring a purity test in order to establish a deadlock.
- Lastly, but perhaps of at least equal importance to other principles stated in this Order, is that it remains an insufficient basis to oppose dissolution if a party has an option to sell his interest to a third party, because it would be inequitable to force a party to exercise an option to sell, when that option to sell is entirely voluntary, as an alternative to dissolution.
It would exalt artifice over pragmatism to require talismanic or magic words to be used in pleadings, or to require pleadings that, figuratively speaking, must describe “someone’s hair on fire” in order for one’s investment to be freed from the bondage of a dysfunctional group of a few business owners
Claims for Impeding Milestones Allowed to Proceed, and Integration Clause Examined
In a common fact pattern involving allegations that the buyer of a company intentionally derailed the attainment of milestones that would trigger additional payments, the Court of Chancery allowed several claims to survive a motion to dismiss in Trifecta Multi-Media Holdings, Inc. v. WCG Clinical Services LLC, C.A. No. 2023-0699-JTL (Del. Ch. June 10, 2024). The claims included fraud, breach of the implied covenant of good faith and fair dealing, breach of contract, and indemnification.
Highlights:
- The court recited the elements of fraud that must be pled to prevail on that claim, but also explained that in Delaware there is no difference between fraud and fraudulent inducement. See page 20 and footnote 34.
- The court described the scienter element of a fraud claim as requiring allegations with enough factual detail to support an inference that the speaker had no intent to perform when a promise was made. Slip op. at 22 – 23.
- Regarding the requirement of reliance, the court explained that this element is typically not suitable for a motion to dismiss unless a fully integrated contract has as an anti-reliance clause. See Slip op. at 24 – 25 and footnote 47.
Required Reading
- The court instructs on the interfacing between an integration clause and the requirements of an anti-reliance clause if someone seeks to prevent the use of statements outside the four corners of an agreement. See Slip op. at 24 – 28.
Indemnification
- Also noteworthy is the court’s observation that the agreement at issue did not require any specific form of notice and therefore the court found that filing the complaint sufficed for the notice requirement in the indemnification provisions. See Slip op. at 37 -39 and footnote 93.
Issues with the receivership of a defunct corporation and the report of a Special Magistrate appointed to investigate claims against the court-appointed receiver, were addressed in B.E. Capital Management Fund LP v. Fund.com Inc., C.A. No. 12843-VCL (Del. Ch. July 18, 2024). The court reviewed the report de novo of a Special Magistrate who chronicled the misdeeds of a Receiver appointed by the court for a defunct corporation and noted that DGCL Section 226(a)(3) limits the appointment of receivers for a defunct corporation in a manner that is analogous to Chapter 7 in bankruptcy–not a Chapter 11 bankruptcy. See footnote 1. The court also observed that DGCL Section 226(a)(3) does not authorize a receiver to revive the defunct corporation, but rather a receiver can be appointed when the corporation “has abandoned its business and had failed within a reasonable time to take steps to dissolve, liquidate or distribute its assets.” See DGCL Section 226(a)(3).
Chancery Explains Remedies of Judgment Creditors
The Court of Chancery recently explained that a charging lien is the exclusive remedy of a judgment creditor against a member’s interest in an LLC, in XRI Investment Holdings LLC v. Holifield, C.A. No. 2021-0619-JTL (Del. Ch. July 24, 2024). The parties structured several special purpose vehicles in an effort to circumvent an existing lien on LLC membership units by designing the right of a subordinate creditor to receive proceeds from the sale of the membership units already encumbered—as opposed to a security interest in the membership units themselves.
The court focused on several issues that arose in connection with the debtor not fully disclosing to an existing creditor, who had an existing encumbrance on the units, that there would be an attempt to obtain a lien on the proceeds from the sale of the units, in an effort to provide new collateral for a new loan. Acquiescence and other equitable defenses were addressed in an analysis of which of those defenses might be used against legal claims, but the seminal CompoSecure II decision barred the defense of acquiescence in this matter.
Chancery Examines Transfer of Membership Interests in LLC
In Gurney-Goldman v. Goldman, C.A. No. 2023-1124-JTL (Del. Ch. July 12, 2024), the court explained key aspects of the Delaware LLC Act in connection with the transfer of membership interests that, in the court’s words: “To put it mildly, [. . .this] is not a well-developed area of Delaware law.” There are many principles in this epic decision of both well-settled and not well-traveled aspects of Delaware LLC law that should be of interest to anyone who either forms or litigates Delaware LLCs.
Key Points
- Management of an LLC: Under the LLC Act, the default rule is that an LLC is member-managed. See 6 Del. C. § 18-402.
- LLC Agreement Terms/Formation: The statute allows for oral or implied terms. The court explained that an implied agreement is one inferred from the conduct of the parties “though not expressed in words.”
- Appointment of Manager: The court referred to “manager” as a term of art under the LLC Act, which defines it as a person who is either named as a manager in the LLC agreement or designated pursuant to a similar instrument.
- Transfer of Membership Interests in LLC: The default rule under the LLC Act when a member transfers its member interest is that the recipient of the interest does not automatically become a member. See § 18-702. Rather, the recipient only holds the right of an assignee. Slip op. at 20-21.
- Assignee Becomes a Member: § 18-301 describes how an assignee becomes a member. After the formation of an LLC, the requirements for becoming a member are described in § 18-704(a). Those two ways include: (1) pursuant to provisions in the LLC Agreement; or (2) upon the affirmative vote or written consent of all the members of the LLC.
- Death of a Member: The court instructed that the death of a member who was a natural person terminates that person’s membership. See footnote 52 and accompanying text. A member’s interest in an LLC, like other personal property, transfers by operation of law to the estate of the deceased member.
Court of Chancery Addresses Meaning of “Officer” in Advancement Case
A recent Court of Chancery decision determined whether persons seeking advancement satisfied the undefined term “officer” under the Bylaws and the Delaware General Corporation Law (the “DGCL”). In Gilbert v. Unisys Corp., No. 2023-0513-PAF (Del. Ch. Aug. 13, 2024), the court was tasked with determining whether Plaintiffs, a former Senior Vice President and Vice President of a Delaware corporation, were “officers” entitled to advancement for fees incurred to defend themselves in a Pennsylvania action.
Rarely Discussed Absolute Litigation Privilege Examined in Connection With Non-Disparagement Clause
In Seva Holdings Inc. v. Octo Platform Equity Holdings, LLC, C.A. No. 2022-0437-PRW (Del. Ch. Aug. 29, 2024), the court discussed the rarely-addressed absolute litigation privilege, which generally bars claims of defamation based on pleadings filed with the court. The decision clarified Delaware law in determining that an alleged violation of a non-disparagement clause could be the basis to trigger repurchase rights under an LLC Agreement. The absolute litigation privilege was not being used as a defense against the non-disparagement claims under the employment agreement but rather was being used to oppose the right to repurchase under the LLC Agreement.
Chancery Issues Instructive Opinion on Formal Opinion Letters
For anyone involved with any aspect of formal legal opinion letters, Vice Chancellor Laster's opinion in Bandera Master Funds LP v. Boardwalk Pipeline Partners, LP, C.A. No. 2018-0372-JTL (Del. Ch. Sept. 9, 2024), deserves a close examination. It provides a detailed analysis of the differences between the various types of opinion letters and highlights the importance of supporting documents in drafting those letters.
The court engaged in an instructive discussion of the important distinctions between a "reasoned" and a "non-reasoned" formal opinion letter, as well as a "non-explained" or "clean" opinion letter. It also emphasized that, while it did not conduct a de novo review of the formal opinion letter, it did review objective facts to make a determination as to bad faith, and gave examples of how one's conduct can, in certain circumstances, reveal one's state of mind.
Entire Fairness Test Satisfied Despite Common Stock Appraised at Zero Value
The opinion in Jacobs v. Akademos, Inc., C.A. No. 2021-0346-JTL (Del. Ch. Oct. 30, 2024) addressed the not uncommon situation in which only preferred stockholders receive consideration in the sale or merger of a distressed company, and concluded that the preferred stockholders proved that the fair value of the common stock for appraisal purposes was zero, and that the transaction satisfied the entire fairness test.
In so finding, the court engaged in a useful analysis of principles of Delaware appraisal law, discussing the elements of a breach of fiduciary duty, the differences between standard of conduct and standard of review, and elaborated on the fair price and fair dealing elements of the entire fairness test. It also helpfully discussed a comparison of competing expert valuation reports.
Reincorporation Without Supermajority Vote
A recent topic of interest has been the reincorporation of Delaware entities in other states. In Gunderson v. The Trade Desk, Inc., C.A. No. 2024-1029-PAF (Del. Ch. Nov. 8, 2024), the court reconciled juxtaposed provisions in the certificate of incorporation and the Delaware General Corporation Law to allow reincorporation of a Delaware corporation in Nevada with a majority vote—rather than a supermajority vote.
In essence, the company proposed to reincorporate pursuant to a conversion under Section 266 of the DGCL, which allows a conversion by a majority of the outstanding shares of stock entitled to vote on the proposal. However, Article X of the company's Certificate of Incorporation required the approval of 66 2/3 of the outstanding stock, voting as a single class, to take certain actions. A stockholder alleged that the conversion resulted in an amendment of the Certificate of Incorporation, and therefore, triggered the supermajority requirement. The court disagreed.
The court emphasized that Delaware has long adhered to "application of the doctrine of independent legal significance, and refused to extend charter-based voting requirements to mergers and consolidations absent clear language[.]" It underscored that high vote requirements must be unambiguous, leaving "no doubt that the shareholders intended that a supermajority would be required."
The court reiterated the fundamental principle that: "When it comes to construction and interpretation of a certificate of incorporation, the agreement as a whole includes the DGCL and all of its amendments, which the Delaware legislature has determined shall be a part of the charter, or certificate of incorporation of every corporation except so far as the same are inapplicable and inappropriate to the objects of the corporation."
Court of Chancery Relies on Promissory Estoppel to Resolve LLC Ownership Dispute
In Rostowsky v. Hirsch, 2024 WL 4491902 (Del. Ch. Oct. 15, 2024), the Court of Chancery found that, based on the equitable doctrine of promissory estoppel, Ari Rostowsky owned 15% of Aither Health LLC, a Delaware LLC, notwithstanding the fact that he was not identified in the company’s formation documents nor was he admitted as a member in accordance with the company’s LLC agreement.
Rostowsky was heavily involved in Aither Health from the time of its formation based on the individual defendants’ promise that he had a 15% ownership interest in the company. When Rostowsky resigned from the company years later the individual defendants claimed that his interest was inchoate and had not vested.
In resolving the dispute, the Court of Chancery held that even though Rostowsky was not technically a member, the doctrine of promissory estoppel entitled him to the 15% interest he was promised. The evidence the Court relied on included numerous emails between the parties which suggested, and in one case expressly confirmed, that Rostowsky held a 15% ownership interest, the lack of communications by the individual defendants disabusing Rostowsky of his belief, the identification of Rostowsky as a “Founder” in the company's business plans and projections, and Rostowsky’s significant role in the company (which included working 80-90 hours per week for eighteen months without compensation, securing the company’s first client, securing a critical loan which would not otherwise have been available, and participating in high-level strategy, employment, and financial decisions).
The defendants attempted to downplay Rostowsky’s contributions, however, the Court rejected those efforts. The court explained that: only an “unreasonable person” would expect a non-equity holder to perform those services without compensation.
Francis G.X. Pileggi, Esquire, is the managing partner of the Delaware office of Lewis Brisbois Bisgaard & Smith LLP. He comments on key corporate and commercial decisions and legal ethics topics at www.delawarelitigation.com. He published a book on legal ethics titled American Legal Ethics, A Retrospective From 1997 to 2018.
Sean Brennecke is a partner in the Delaware office of Lewis Brisbois. Aimee M. Czachorowski and Andrew Ralli are lawyers in the Delaware office of Lewis Brisbois, and Fanta Toure is a law clerk in the Delaware office of Lewis Brisbois.
