In a mercifully concise decision, the Court of Chancery in Shaw v. MFP Holdings, LLC, C.A. No. 2025-0575-SKR (Del. Ch. April 4, 2026), addressed a claim that a company concealed updated valuation data to depress the valuation price for the redemption of units pursuant to an LLC Agreement. The Honorable Sheldon K. Rennie of the Superior Court authored this opinion as a Vice Chancellor by designation.

This pithy opinion rejects an argument that the alleged concealment tolled the applicable statute of limitations and also provides a helpful analysis of when the “clock begins to tick” for purposes of determining whether or not an injury was “inherently unknowable” or if the plaintiff was “blamelessly ignorant” for purposes of determining whether or not the claimant had constructive notice.

The first issue the court addressed was whether or not the Court of Chancery had subject matter jurisdiction. The court relied on Section 18-111 of the Delaware LLC Act, which gives the Court of Chancery jurisdiction to interpret, apply, or enforce the provisions of a Limited Liability Company Agreement or the duties, obligations, or liabilities of an LLC to members or managers, and related claims.