Court of Chancery Rejects Fiduciary Duty and Veil-Piercing Theories in Crypto Case

Key Takeaways

• Chancery requires equitable claims; crypto disputes often lack jurisdiction.
• Arm‑length crypto deals rarely create fiduciary duties under Delaware law.
• Veil‑piercing demands concrete facts; mere control allegations insufficient.
• Dismissal redirects case to Delaware Superior Court for further litigation.
• Plaintiffs must detail special relationship to survive Chancery scrutiny.

Pulse Analysis

The Delaware Court of Chancery’s February 2026 decision in Hash Asset Management v. DMA Labs underscores the court’s unwavering commitment to its limited equitable jurisdiction, even as it confronts novel digital‑asset disputes. Hash alleged that DMA’s insiders manipulated the price of the ICHI token after the firm invested $16 million in a Rari Capital lending pool. By dismissing the case for lack of a viable fiduciary‑duty or veil‑piercing claim, the vice chancellor signaled that merely involving cryptocurrency does not automatically confer equitable relief, and that plaintiffs must first clear a stringent jurisdictional hurdle.

Delaware law reserves fiduciary‑duty claims for relationships that involve a special trust—such as directors, officers, or controlling shareholders—not for arm‑length commercial transactions between sophisticated parties. The court’s analysis made clear that even if a defendant possesses superior information or operational control over a token, the absence of a recognized fiduciary relationship defeats the claim. This ruling warns crypto venture funds and token issuers that standard investment agreements will not be recharacterized as fiduciary obligations, limiting the scope of equitable remedies available to aggrieved investors.

Equally instructive is the court’s refusal to entertain a veil‑piercing theory without detailed factual support. Delaware courts continue to protect corporate separateness, requiring proof of a sham entity used to perpetrate fraud. Hash’s reliance on broad allegations of control and alleged shell structures fell short, prompting dismissal and a transfer to the Delaware Superior Court for any further state‑law claims. The decision may steer future crypto litigation toward federal courts or state courts with broader jurisdiction, and it reinforces the need for meticulous pleading when seeking to pierce corporate veils in the digital‑asset arena.