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Control Issues: Delaware Holds Parties to Their Bargain in Recent Governance Decisions
Reprinted from: Harvard Law School Forum on Corporate Governance | 05/12/2026Cadwalader partners Adam Magid, Peter Bariso and associate Douglas Mo authored an article in the Harvard Law School Forum on Corporate Governance examining three recent Delaware Court of Chancery decisions involving control and governance disputes in closely held Delaware companies.
The article discusses Ropko et al. v. McNeill, Jr., Fortis Advisors, LLC v. Krafton, Inc., In re Priority Responsible Funding LLC and explains that Delaware courts will enforce the parties’ bargain as written rather than rewrite governance arrangements after the fact.
In Ropko, the Court held that a voting agreement requiring managers to vote in lockstep did not give one manager unilateral authority to remove the others, because the LLC agreement still required a majority board vote. In Fortis, the Court found that a buyer breached its acquisition agreement by terminating the acquired company’s founders without satisfying the contract’s narrow “Cause” definition and granted specific performance to restore the agreed control structure. In Priority Responsible Funding, the Court ordered dissolution of a 50/50 LLC whose operating agreement lacked a mechanism to resolve deadlock.
The article concludes that Delaware will strictly enforce explicit grants of authority, negotiated change-of-control provisions, and the consequences of deadlock, making careful drafting essential from the outset.
Read the full article here.
