Document: Topspin Partners L.P. v. Rocksolid Systems Inc., C.A. 4275-VCL, Lamb, V.C. (Del. Ch. Jan. 21, 2009)
Plaintiff sought a temporary restraining order in connection with an allegedly unauthorized use of proceeds from a stock sale segregated for Plaintiff’s benefit through a right of redemption. Plaintiff sought to prevent the further dissipation of funds by Defendant. After assuming that a threat of imminent and irreparable harm existed, the Court of Chancery denied Plaintiff’s motion because: (1) an order freezing Defendant’s assets would effectively put it out of business weeks before it was to release a valuable software program it had long labored to complete, and (2) accusations of laches might be justified, as Plaintiff delayed bringing suit until ten months after its right of redemption matured and may have done so to acquire the nearly-finished software code.