Achaian, Inc. v. Leemon Family LLC

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, 2 each owning the following Membership “Interests”: (i) 50% were owned by the defendant Leemon Family LLC, a New York limited liability company controlled by its managing member, the individual…