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ACHAIAN, INC. v. LEEMON FAMILY LLC

Civil Action No. 6261-CS.

25 A.3d 800 (2011)

ACHAIAN, INC., on behalf of itself and derivatively on behalf of Omniglow, LLC, Plaintiff, v. LEEMON FAMILY LLC, and Ira Leemon, Defendants, and Omniglow, LLC, Nominal Defendant.

Court of Chancery of Delaware.

Decided: August 9, 2011.

Attorney(s) appearing for the Case

Herbert W. Mondros, Esquire , Stephanie Noble Tickle, Esquire , Margolis Edelstein , Wilmington, Delaware; Steven N. Leitess, Esquire , Gordon S. Young, Esquire , Leitess Leitess Friedberg + Fedder PC, Baltimore, Maryland, Attorneys for Plaintiff.

William E. Manning, Esquire , James D. Taylor, Jr., Esquire , Charles T. Williams, III, Esquire , Michael J. Farnan, Esquire , Saul Ewing LLP, Wilmington, Delaware, Attorneys for Defendants.

OPINION

STRINE, Chancellor.

I. Introduction

Omniglow, LLC is a Delaware limited liability company engaged in the manufacture of chemiluminescent novelty items such as "glowsticks." When it was founded in 2005, Omniglow had a sole "Member," its "Parent" corporation.1 As part of a planned spin-off in 2006, Parent sold Omniglow to three business entities. That resulted in Omniglow having three Members,

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