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A recent post-trial decision from the Delaware Court of Chancery denied a claim for corporate books and records based on DGCL § 220 after finding that there was no credible basis for wrongdoing to support the stated investigative purpose for the demand. Hoeller v. Tempur Sealy International, Inc., C.A. No. 2018-0336-JRS (Del. Ch. Feb. 12, 2019).  Section 220 cases are among the most common forms of Delaware corporate litigation. (In terms of the number…
News from the Department of Self-Promotion: Recently I was awarded the 2019 Chief Justice William Killen Award for Second Amendment Legal Advocacy in connection with my most recent successful legal challenge of certain state regulations. The award was presented on behalf of the Delaware State Sportsmen’s Association, which is an affiliate of the National Rifle Association, before a group of about 600 people in Dover. In a recent Delaware court opinion highlighted on these pages, my colleague Jamie Inferrera and…
The Office of Open Records (“OOR”) recently issued a decision in which it denied a request for unredacted invoices of an attorney for a school district based on the attorney-client privilege. In the matter of Campbell v. Pennsbury School District, PA OOR, Docket No.: AB 2018-2171 (Feb. 14, 2019), the OOR upheld a decision of the school district to redact legal descriptions from invoices requested. Important Legal Principles in this Decision: Key takeaways in this…
The Delaware Supreme Court recently issued an opinion that clarifies the duty of a company to produce emails among its management in a Section 220 case. In KT4 Partners LLC v. Palantir Technologies, Inc., Del. Supr., No. 281, 2018 (Jan. 29, 2019), Delaware’s High Court addressed a demand under Delaware General Corporation Law (DGCL) Section 220 by a stockholder for corporate books and records, including emails among management, to allow the stockholder to investigate possible…
A recent Court of Chancery decision is notable for its analysis of an issuance of shares approved by a sole director–but without stockholder approval. In the matter of Applied Energetics, Inc. v. Farley, C.A. No. 2018-0489-TMR (Del. Ch. Jan. 24, 2019), the court considered a somewhat unusual set of facts that included a shell corporation, at the time of the issuance of stock being contested, that only had one director–although the bylaws required a minimum of three directors.  A stockholder…
In an apparent issue of first impression, the Commonwealth Court granted attorneys’ fees in connection with an enforcement action under the RTKL. In Uniontown Newspapers Inc. v. Pennsylvania Department of Corrections, 197 A.3d 825 (Pa. Cmwlth. 2018), the court granted attorneys’ fees to a newspaper in connection with fees incurred to enforce a decision of the OOR requiring the Department of Corrections (DOC) to produce the requested documents. Procedural Background: The Commonwealth Court previously issued…
A recent Commonwealth Court decision held that the OOR may conduct an in camera review of records sua sponte even if none of the parties before it makes such a request.  The court found that the Pennsylvania RTKL gave the ORR and its appeals officers the authority to conduct such a review. See County of Berks v. PA Office of Open Records, et al., No. 170 M.D. 2018 (Pa. Cmwlth. Jan. 3, 2019).…
A recent Delaware Supreme Court decision is must-reading for those who need to know the latest iteration of Delaware law on the implied covenant of good faith and fair dealing. In Oxbow Carbon & Minerals Holdings, Inc. v. Crestview-Oxbow Acquisition, LLC, Del. Supr. No. 536, 2018 (Jan. 17, 2019), Delaware’s High Court provided the latest articulation of Delaware law on the multi-faceted doctrine of the implied covenant of good faith and fairing dealing. In connection…
A recent Delaware Court of Chancery decision addressed the important issue of the right of directors to be given access to corporate records. In Schnatter v. Papa John’s International, Inc., C.A. No. 2018-0542-AGB (Del. Ch. Jan. 15, 2019), Delaware’s court of equity considered a claim under Section 220(d) of the Delaware General Corporation Law (DGCL) by the founder and largest stockholder of the Papa John’s pizza chain who was forced out as the CEO…