In Berg v. Bar Lavi, the Delaware Court of Chancery rejected a claim of control in a Section 225 proceeding where the plaintiff relied on documents the Court found were fabricated. After trial, the Court concluded that the purported stock ledger and written consent were not authentic and could not establish ownership. Instead, the Court looked to forensic evidence and the parties’ conduct over time to determine whether the plaintiff had proven that he owned or controlled the company. The takeaway: corporate records carry weight in control disputes only if they are credible.
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