Iron Ark PLLC · Practice
Fiduciary duty & governance.
Delaware Court of Chancery · controllers · boards · LLCs
Iron Ark PLLC litigates claims that directors, officers, controllers, general partners, and managers breached the duties they owed – in the Delaware Court of Chancery and wherever an entity’s governing law sends the case.
Typical matters include conflicted mergers and take-privates, controller squeeze-outs, disclosure claims tied to stockholder votes, Section 220 books-and-records demands, and injunction practice when a transaction is about to close. We represent stockholders and members pressing claims, and boards, special committees, and sponsors defending them. Brian C. Kerr has litigated cases in the Court of Chancery, the Superior Court, the District of Delaware, and the Delaware Supreme Court, including a Chancery merger case in which stockholders won a preliminary injunction. Eli Albrecht adds the deal-process view: how the board ran the sale, what the record shows, and where the governing documents narrow or expand default duties.
What we handle
Conflicted transactions. When a controller or conflicted board stands on both sides of a deal, Delaware courts can review it under the demanding entire-fairness standard – unless the right procedural protections were used.
Merger disclosures and injunctions. Stockholders asked to vote are entitled to the material facts; when the proxy falls short, the Court of Chancery can require corrective disclosure or delay the vote.
Section 220. Stockholders and LLC members with a proper purpose can inspect books and records – often the fastest way to learn whether a claim exists before filing one.
Boards and special committees. We represent directors and committees through challenged transactions, from building the process record to defending it in court.
LLC and partnership duties. Delaware lets these agreements limit or eliminate default fiduciary duties, so the case starts with the agreement – and with the implied covenant of good faith, which can’t be waived.
Advancement and indemnification. Directors and officers often have the right to have defense costs advanced as a case proceeds; when the company refuses, Delaware offers an expedited path to enforce it.
When timing matters
Many fiduciary cases are decided by what happens before a vote or a closing. Once a merger closes, an injunction is usually off the table and the remedy becomes damages; corrective disclosure has to come before stockholders vote; and a books-and-records demand takes time to work. If a transaction is pending, the time to talk is now. Delaware business litigation.
How it is priced
Flat fees by phase are the default. Stockholder and member claims with strong damages may be taken on contingency or a hybrid structure. How Iron Ark Funding works.
When the network comes in
Typical additions are Delaware-admitted counsel where required, valuation experts, and appellate counsel for expedited appeals. Network counsel work on assignments the lead team defines, and their work is reviewed before it goes out. Their cost sits inside the fee structure agreed at engagement – and on contingency matters, network attorneys join us on contingency. Any division of fees is disclosed to you and agreed in writing.
Common questions
What is a Section 220 demand, and when should I make one?
A written demand, under oath, to inspect a Delaware corporation’s books and records for a proper purpose, such as investigating possible wrongdoing. If the company refuses or doesn’t respond within five business days, you can ask the Court of Chancery to order access. It’s often the right first step before suing.
Can a merger be stopped before it closes?
Sometimes. The Court of Chancery can enjoin a vote or closing when stockholders show a reasonable probability of success, irreparable harm, and that the balance of harms favors relief – often in disclosure cases, where the fix is corrective disclosure before the vote. Timing is everything.
Can an LLC agreement eliminate fiduciary duties?
In Delaware, yes – LLC agreements can limit or eliminate default fiduciary duties. They can’t eliminate the implied covenant of good faith and fair dealing, and the agreement’s exact language controls.
Before the vote, or before the closing.
Discuss a fiduciary claim →