DG BF, LLC v. Ray

Summary

The Delaware Supreme Court refused an interlocutory appeal from a Court of Chancery decision concerning whether consent was required before issuing Series E financing with liquidation priority over Series D units. The Court agreed that the declaratory judgment issue had become moot after the Series D Manager provided the required consent and that the strict standards for interlocutory review were not met.

Holdings

1. The declaratory-judgment issues were moot because the consent plaintiffs claimed was required had been obtained from the Series D Manager.
2. Interlocutory review was properly refused because the application did not satisfy the strict standards of Delaware Supreme Court Rule 42(b), no exceptional circumstances warranted review, and the potential benefits did not outweigh the inefficiency, disruption, and probable costs of an interlocutory appeal.

Questions Presented

1. Whether the Court of Chancery's denial of certification satisfied the requirements for interlocutory review under Delaware Supreme Court Rule 42(b).
2. Whether the declaratory-judgment issues were moot after the Series D Manager's consent to the Series E financing and related amendments.
3. Whether exceptional circumstances or the potential benefits of interlocutory review justified review despite the remaining claims and the costs and disruption of an interlocutory appeal.

Disposition

writ_denied