ZIMMERMAN v. CROTHALL

C.A. No. 6001-VCP.

62 A.3d 676 (2013)

Robert ZIMMERMAN, Plaintiff, v. Katherine D. CROTHALL, Michael Gausling, Peter Molinaro, Robert Toni, Steve Bryant, Originate Adhezion A Fund, Inc., a Delaware corporation, Originate Adhezion Q Fund, Inc., a Delaware corporation, Originate Ventures, LLC, a Delaware limited liability company, Liberty Ventures II, L.P., a Delaware limited partnership, Liberty Advisors, Inc., a Delaware corporation, and Thomas R. Morse, Defendants, and Adhezion Biomedical LLC, a Delaware limited liability company, Nominal Defendant.

Court of Chancery of Delaware.

Decided: January 31, 2013.


Attorney(s) appearing for the Case

Evan O. Williford, Esq. , The Williford Firm LLC, Wilmington, Delaware; Attorneys for Plaintiff.

Richard A. Barkasy, Esq. , Schnader Harrison Segal & Lewis LLP, Wilmington, Delaware; David Smith, Esq. , Stephen A. Fogdall, Esq. , Benjamin D. Wanger, Esq. , Schnader Harrison Segal & Lewis LLP, Philadelphia, Pennsylvania; Attorneys for Defendants.


OPINION

PARSONS, Vice Chancellor.

This case addresses the allegations of a minority unitholder in a privately held medical device company. The unitholder is the co-founder and former CEO of the company. He became a minority stakeholder after accepting investments in the company in exchange for units and after he sold some of his own units. The company is managed by a board of directors under its limited liability company operating agreement. The board of...

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