Delaware Chancery Court Reinstates Healthcare Finance CEO After Improper Removal

Mintz filed suit in Delaware Chancery Court on behalf of Isaac Soleimani, the Manager, founder and CEO of White Oak Healthcare Finance LLC, immediately following his purported removal by the investment manager for the company’s investors.
The Chancery Court ruled that Mr. Soleimani’s removal violated the WOHCF LLC Agreement because the company failed to meet preconditions, including paying the fair market value of his equity and confirming he remained Manager.
The Delaware Supreme Court, within 24 hours of oral argument, affirmed the Chancery Court’s ruling that Mr. Soleimani’s removal was invalid and that he remained the Manager.

Mintz represented Isaac Soleimani, founder and CEO of White Oak Healthcare Finance LLC (WOHCF), a leading health care lending platform with a $3 billion loan portfolio. In September 2023, Mr. Soleimani was purportedly removed as the manager of WOHCF by WOHCF’s Approval Committee, which was controlled by the investment manager for the company’s investors, and hired Mintz to seek legal solutions. Mintz filed suit in the Delaware Court of Chancery under 6 Del. Code §18-110, seeking a declaration that Mr. Soleimani’s removal was ineffective under the WOHCF LLC Agreement. The agreement required that Mr. Soleimani be paid the fair market value of his equity stake prior to any removal — a contractual protection he had negotiated as part of his employment terms.

Mintz immediately moved for a status quo order to maintain the business pending the dispute and thereafter moved for summary judgment, arguing that the company’s failure to satisfy the contractual preconditions rendered Mr. Soleimani’s removal invalid. The team emphasized that the WOHCF LLC Agreement provided clear protections for Mr. Soleimani’s equity interests, and that the company’s actions violated those terms. Vice Chancellor Lori W. Will agreed, ruling that Mr. Soleimani’s removal was ineffective and that he remained the manager of WOHCF. The decision reinforced the enforceability of negotiated founder protections in LLC agreements.

The Chancery Court granted Mintz’s motion for summary judgment and the Delaware Supreme Court affirmed the Chancery Court’s ruling just one day after oral argument, validating Mintz’s position and confirming that Mr. Soleimani remained the manager. The decision ensures that Mr. Soleimani remained in his leadership role until the company fulfilled its obligation to purchase his equity interest at fair market value. This case highlights Mintz’s ability to swiftly and effectively defend founder rights in high-stakes corporate governance disputes.