In re: Dynamk Fund Advisors LLC

── In re: Dynamk Fund Advisors LLC ── Court: Court of Chancery of Delaware Date: May 20, 2026 Category: General IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE IN RE: DYNAMK FUND ADVISORS C.A. No. 2026-0002-JTL LLC, a Delaware limited liability company, and DYNAMK CAPITAL LLC, a Delaware limited liability company. OPINION GRANTING MOTION TO DISMISS Date Submitted: February 11, 2026 Date Decided: May 20, 2026 John M. Seaman, Eliezer Y. Feinstein, Madison Barnes, ABRAMS & BAYLISS LLP, Wilmington, Delaware; Attorneys for Petitioner Mario M. Kranjac. J. Peter Shindel, Jr., FOX ROTHSCHILD LLP, Wilmington, Delaware; Attorneys for Respondents Dynamk Fund Advisors LLC and Dynamk Capital LLC. LASTER, V.C.  Two siblings are the co-managers of a manager-managed limited liability company (the “Company”).1 One sibling—the brother—filed this action seeking an order dissolving the Company. He claims that he and his sister are deadlocked at the manager level, making it impracticable for the Company to carry on its business in conformity with its LLC agreement. He invokes Section 18-802 of the Delaware Limited Liability Company Act (the “LLC Act”), which authorizes dissolution under those circumstances. The Company contends that under its LLC agreement, the brother cannot pursue any litigation involving the Company unless he first obtains approval from a majority of the Company’s members (the “Antisuit Provision”). Because the brother has not obtained majority-member approval for this lawsuit, the Company maintains that the case must be dismissed. The Antisuit Provision appears in Article VI of the Company’s LLC agreement. The first section of that article addresses the managers’ authority. That section contains two subsections. The first subsection authorizes the managers to divide responsibility for running the business among themselves, but requires member consent for any non- day-to-day decisions. By default, the LLC Act contemplates that the holders of a 1 There are actually two LLCs. Their governing agreements are substantively identical, but their member-level ownership differs. For simplicity, this decision focuses on the Company and its LLC agreement in the above-the-line text and addresses the other LLC in footnotes. At every level, the analysis is more straight- forward for the other LLC. majority of the member interests can take action, so the first section establishes a general requirement of majority-member approval for non-ordinary-course acts. The second subsection identifies four items that cannot be taken without “Majority Approval of the Members.” The LLC agreement defines “Majority Approval” consistent with the LLC Act’s default rule. One of the four items is commencing any litigation involving the Company. The requirement to obtain Majority Approval before commencing litigation manifests as the Antisuit Provision. The two subsections work together to implement a familiar conceptual structure. The first subsection establishes a general rule. The second subsection identifies four specific items that the drafters wanted to make sure everyone understood fell within the general rule. Under this structure, the Antisuit Provision addresses the ability of a manager to cause the Company to take action (the “Manager-Authority Reading”). The Antisuit Provision does not address the ability of a member to assert its rights as a member, whether those rights arise under the LLC agreement, the LLC Act, or other sources of law. It also does not cover derivative claims, because those are claims brought by members that fall outside the scope of the limitation on managerial authority. The sister, however, reads the Antisuit Provision broadly as providing that no one—including a member—can bring any claim involving the Company without Majority Approval (the “Every-Claim Reading”). She concludes that her brother 2 cannot pursue th