Fisk Ventures, LLC. v. Segal

2009 WL 73957 (2009)

From our private database of 46,500+ case briefs, written and edited by humans—never with AI.

Fisk Ventures, LLC. v. Segal

Delaware Court of Chancery
2009 WL 73957 (2009)

  • Written by Tanya Munson, JD

Facts

In 1996, Dr. Andrew Segal (defendant) formed Genitrix, LLC (Genitrix) to commercialize his biotechnology concepts of directing the human immune system to attack cancer and infectious diseases. In 1997, Genitrix entered into a patent license agreement with Whitehead Institute of Biomedical Research and Massachusetts Institute of Technology. Under the agreement, the license gave Genitrix the worldwide right to develop, sell, and commercialize licensed products and services derived from the patent rights. In 1997, Fisk Ventures, LLC (Fisk) (plaintiff) contributed $842,000 in cash in exchange for Class B interests in Genitrix. A five-person board managed the affairs of Genitrix and could only act with the approval of 75 percent of its members. Genitrix’s LLC agreement provided that Genitrix could only be dissolved with the written consent of 75 percent of the membership interests or the entry of a decree of judicial dissolution. The board was unable to act without Class A and Class B shareholders in agreement. Segal owned the majority of Class A shares, and Fisk owned the majority of Class B shares. Segal and Fisk regularly disagreed over the direction and operation of Genitrix and disagreed on the raising and use of operating capital and whether to dissolve Genitrix. A vote on dissolution was taken, and Segal and the Class A members voted against dissolution. At the time of the vote, Genitrix had no office, no capital funds, no grant funds, generated no revenue, and was unable to operate in furtherance of its business purposes. The members became deadlocked because less than 75 percent of the membership of Genitrix was in favor of dissolution. The only other opportunity for members seeking dissolution was through a decree of judicial dissolution. Fisk filed a motion seeking judgment in favor of a petition for dissolution.

Rule of Law

Issue

Holding and Reasoning (Chandler, J.)

What to do next…

  1. Unlock this case brief with a free (no-commitment) trial membership of Quimbee.

    You’ll be in good company: Quimbee is one of the most widely used and trusted sites for law students, serving more than 832,000 law students since 2011. Some law schools even subscribe directly to Quimbee for all their law students.

  2. Learn more about Quimbee’s unique (and proven) approach to achieving great grades at law school.

    Quimbee is a company hell-bent on one thing: helping you get an “A” in every course you take in law school, so you can graduate at the top of your class and get a high-paying law job. We’re not just a study aid for law students; we’re the study aid for law students.

Here's why 832,000 law students have relied on our case briefs:

  • Written by law professors and practitioners, not other law students. 46,500 briefs, keyed to 994 casebooks. Top-notch customer support.
  • The right amount of information, includes the facts, issues, rule of law, holding and reasoning, and any concurrences and dissents.
  • Access in your classes, works on your mobile and tablet. Massive library of related video lessons and high quality multiple-choice questions.
  • Easy to use, uniform format for every case brief. Written in plain English, not in legalese. Our briefs summarize and simplify; they don’t just repeat the court’s language.

Access this case brief for FREE

With a 7-day free trial membership
Here's why 832,000 law students have relied on our case briefs:
  • Reliable - written by law professors and practitioners, not other law students
  • The right length and amount of information - includes the facts, issue, rule of law, holding and reasoning, and any concurrences and dissents
  • Access in your class - works on your mobile and tablet
  • 46,500 briefs - keyed to 994 casebooks
  • Uniform format for every case brief
  • Written in plain English - not in legalese and not just repeating the court's language
  • Massive library of related video lessons - and practice questions
  • Top-notch customer support

Access this case brief for FREE

With a 7-day free trial membership