Clark Smith Villazor LLP Files Action in Delaware to Enforce Client’s Membership and Ownership Interest in AI Company

February 6, 2026

Clark Smith Villazor LLP and co-counsel Berger McDermott LLP filed a complaint in the Delaware Court of Chancery on behalf of its client, Paul Roberts, seeking a declaratory judgment recognizing and enforcing his membership and ownership interest in Taalk LLC, a customer engagement company powered by AI. The complaint names Taalk LLC and its members as Defendants.

According to the complaint, Roberts co-founded Taalk with another individual in 2023, developing the company’s business concept and branding, leading fundraising and investor outreach, and representing Taalk in contracts with investors and counterparties. The complaint alleges that Roberts held a 44% ownership stake in Taalk, which was repeatedly confirmed by the company’s own documents and course of dealing, including tax documents, investor materials and capitalization tables, signed agreements with counterparties, and contemporaneous distributions consistent with his ownership interest.

As set forth in the complaint, in July 2025, Defendants, for the first time, terminated Roberts’ interests in Taalk unilaterally, and ceased distributions to Roberts, which, up until that time, had been made on a regular basis consistent with Roberts’s stake in Taalk. Defendants also amended Taalk’s certificate of formation in October 2025 to add an individual as a member while omitting Roberts as a member of Taalk, contrary to prior assurances to Roberts that he would be added as a member consistent with his ownership interest in Taalk.

The eight-count complaint seeks, among other relief, a declaratory judgment recognizing Roberts’s 44% ownership interest; orders compelling payment of past-due and ongoing distributions; imposition of a constructive trust over proceeds corresponding to his interest; an equitable accounting and production of books and records; and prohibitive relief to prevent transactions that would dilute or impair Roberts’s ownership without his consent. A copy of the Complaint can be found here.