Terrell v. Kiromic Biopharma, Inc.

Summary

The Supreme Court of Delaware held that the Court of Chancery correctly stayed the action and initially allowed the company's committee to determine whether the contractual dispute-resolution provision covered the disputed stock-option language. But the Court of Chancery erred by dismissing the complaint without independently reviewing the committee's legal conclusions. The court reversed and remanded for de novo review of the relevant agreements and the committee's determinations.