Issue No. 1 — August 10, 2026

Lead Matter

ATP Life Science Ventures — a fund control contest across three forums

A Cayman life sciences fund whose limited partners — entities associated with Dmitry Rybolovlev — supplied virtually all of its capital is contested across three courts. On December 5, 2025, Delaware Chancery ordered the limited partners to fund $96,960,925.88 in qualifying capital calls, but rejected the general partner's separate effort to compel approval of additional budgets. The fund and its general partner, controlled by founder Dr. Seth Harrison, entered Chapter 11 days later. On April 14, 2026, the bankruptcy court denied a motion to dismiss the fund's and general partner's cases while granting limited relief from the automatic stay for specified Cayman proceedings (In re Apple Tree Life Sciences, Inc., Bankr. D. Del. No. 25-12177-LSS, jointly administered). On July 10, the Cayman court declared that the fund had lost its substratum and appointed Alexander Lawson and Barry Lynch as joint officeholders to act in the stead of, and to the exclusion of, the general partner. On July 30, the bankruptcy court entered an order recognizing the officeholders' appointment, subject to the fund's duties as a debtor in possession and the continuing automatic stay. Portfolio-company funding and the practical consequences of that change in fund governance remained at issue. The record illustrates how fund control, contractual capital calls, and Chapter 11 administration intersect across jurisdictions; the recognition order did not adjudicate the disputed accusations of misconduct.

On The Docket

Marshall Wace v. Lukka — consent rights and a contested note financing (Del. Ch., C.A. No. 2025-1026-LWW)

On September 24, 2025, Marshall Wace funds holding Series E consent rights obtained a temporary restraining order against a proposed convertible note financing. They alleged that its pay-to-play structure would subordinate their liquidation preference and required their consent under Lukka's charter; Lukka disputed the need for consent. That interim order halted the proposed transaction pending further proceedings, but did not decide whether the charter was breached or establish the case's ultimate disposition. The dispute illustrates the issues a court may examine when an investor seeks emergency relief against a financing alleged to violate negotiated consent rights.

Knighted Pastures / Allied Gaming — fees awarded, then a global resolution (Del. Ch., C.A. No. 2024-1158-JTL)

After a challenged share issuance was reversed, the court awarded $5,936,738.36 in fees on March 10, 2026, crediting the governance benefits achieved, and directed payment on March 24. The parties signed a binding term sheet for a global resolution on April 10, publicly announced on April 14; it provided a schedule for payment of the fee award through July 31. The claims concerning the issuance were resolved without a merits judgment. The award demonstrates that substantial fees may be available where litigation produces meaningful governance relief even though the challenged transaction is reversed before trial.

Ruling In Focus

Dalby v. Kastner — removal invalidated for deficient stockholder disclosure (Del. Ch., C.A. No. 2025-0136-NAC)

After an expedited Section 225 trial (opinion August 29, 2025), the court invalidated a founder-director's for-cause removal because the stockholder information statement did not disclose who actually ran the removal effort and omitted a recent proposal under which he could have stayed. The court did not decide whether the accusations offered as cause were true. Separately, it found that Gabb breached its obligation to convert the AIM Note, but denied AIM's request for specific performance. Who is actually behind a removal effort, and what alternatives were on the table, are material facts.

Doctrine Watch

Witmer v. Armistice — affirmed: designee plus access does not make an investor a fiduciary (Del. Mar. 27, 2026)

On March 27, 2026, the Delaware Supreme Court affirmed dismissal for the reasons in Chancery's August 14, 2025 opinion (344 A.3d 632). The pleaded facts did not establish that Armistice, a minority investor, controlled the challenged transactions or owed fiduciary duties merely because it had a board designee and allegedly received confidential company information. The ruling does not transfer a director's own fiduciary status to the investor; it also does not resolve duties an investor separately undertakes by contract or claims supported by facts establishing actual control or knowing participation in a director's breach. For venture investors, designation and access alone did not make this fund a fiduciary.

Also Tracking

ATP — implementation of the July 30 recognition order and portfolio-company funding (No. 25-12177-LSS) • Grabski v. Andreessen — litigation continuing after denial of the special litigation committee's motion to terminate on January 30, 2026 (Del. Ch., C.A. No. 2023-0464-KSJM) • Marshall Wace v. Lukka — the consent-rights action (C.A. No. 2025-1026-LWW).