02.11.25

Morris James Partners Vincent Cannizzaro III and Barnaby Grzaslewicz recently presented, Recent Developments in Delaware Restrictive Covenant Case Law: The Alternative Entity Creep, hosted by Celesq AttorneysEd Center.

The presentation explored the increasing use of restrictive covenants in the governing documents of Delaware alternative entities and how courts are addressing their enforceability. Barnaby discussed key decisions, including Sunder Energy, Ainslie, and Seva, analyzing the intersection of contract law, restrictive covenants, and alternative entity structures.

Vincent is a seasoned corporate attorney and chair of Morris James' corporate/mergers & acquisitions practice. He focuses on mergers and acquisitions, corporate governance, alternative entity issues, and private equity, representing public and private companies in complex U.S. and cross-border transactions. 

Barnaby represents clients in complex corporate and commercial litigation in the Delaware Court of Chancery. His practice focuses on business disputes involving fiduciary duties, contracts, and governance matters.

There is a growing trend of parties inserting restrictive covenant provisions into alternative entity governing documents for business entities organized in Delaware. As a result, over the past year, Delaware courts have been confronted with the intersection of restrictive covenant, contract and alternative entity law.