Crothall v. Zimmerman

STRINE, Chief Justice:

This is an unusual appeal that arises from what was once a derivative suit in the Court of Chancery. The derivative plaintiff in this case was Robert Zimmerman, a common unitholder of Adhezion Biomedical, LLC (“Adhezion”), who was also the co-founder, former CEO, and a former director of Adhezion. Zimmerman brought suit against the directors of Adhezion and two Adhezion investors — Liberty Advisors, Inc. and Originate Ventures, LLC — whom he alleged controlled Adhezion (the “Adhezion Defendants”). Zimmerman challenged certain financing transactions and associated unit…