Background
Jenisha S. Likansis worked for Walmart Connect, an internal Walmart division, and was employed by Wal-Mart.com USA, LLC. In January 2023, she took on the additional role of Chief of Staff to Rich Lehrfeld, Walmart Connect’s CEO/General Manager. She was laid off in July 2024.
In 2025, a former Walmart employee sued Walmart, Walmart Connect, Likansis, and others in New Jersey state court over alleged workplace discrimination. Likansis sought mandatory advancement of her defense costs from Walmart under its bylaws, but Walmart instead offered to provide defense counsel. Likansis declined and sued in the Court of Chancery. The parties cross-moved for summary judgment.
The Court’s Holding
The Court denied Likansis’s motion and granted Walmart’s cross-motion. Walmart’s bylaws require mandatory advancement for a person sued because she was a Walmart officer or because she served at Walmart’s request as an officer or director of another enterprise. Likansis was not entitled to advancement under either route.
The bylaws unambiguously required Walmart officers to be appointed by Walmart’s board or CEO. Likansis conceded she was appointed to her chief-of-staff role by Lehrfeld, who was neither Walmart’s CEO nor its board. Her argument that Lehrfeld may have had delegated appointment authority was waived because she first raised it in reply. Walmart Connect was a division rather than a separate entity, and Likansis was not an officer under the bylaws’ appointment requirements. She also was not an officer of Wal-Mart.com USA, LLC, because its operating agreement required election by its manager, and the record showed Lehrfeld was not that manager.
Key Takeaways
- Officer status for contractual advancement turns on the governing documents’ appointment requirements, not merely officer-like duties or a senior-sounding title.
- A claimant seeking advancement through service to an affiliated enterprise must first establish that she held the requisite officer or director position.
- Arguments first raised in a reply brief may be deemed waived, including an argument based on delegated appointment authority.
Why It Matters
The decision reinforces that mandatory advancement rights are contractual and depend on the precise terms of the relevant bylaws or operating agreement. Employees with senior operational roles cannot establish officer status solely through their responsibilities, reporting structure, or internal title.
For companies, the ruling underscores the value of clear appointment procedures and records identifying officers and managers. For advancement claimants, it highlights the need to plead and support the formal basis for officer status at the outset.