On August 1, 2023, amendments to the Delaware General Corporation Law (“DGCL”) went into effect, simplifying processes for Delaware corporations to take specific corporate actions. The changes focus on authorizing certain stock splits and altering a corporation’s authorized shares.
Key…
In the decision of Barbey v. Cerego, Inc., C.A. No. 2022-0107-PAF (Del. Ch., Sept. 29, 2023), the Delaware Court of Chancery considered the proper constitution of a Delaware corporation’s board of directors under Section 225 of the Delaware General Corporation Law…
In the decision of James Rivest v. Hauppauge Digital, Inc., No. 442, 2022 (Del. July 10, 2023), the Delaware Supreme Court considered the extent to which a Delaware corporation’s production of books and records under Section 220 of the…
Books and records inspection demands commonly arise in connection with a major transaction of a Delaware corporation, including a merger. The decision of Kosinski v. GGP, Inc., C.A. No. 2018-0540-KSJM (Del. Ch. Aug. 29, 2019) involved such a demand to…
A question often arises as to whether a party making a books and records demand under 8 Del. C. § 220 must enter into a confidentiality agreement in order to inspect responsive documents of the corporation.
The Delaware Supreme Court,…
Delaware, long viewed to be one of the most business-friendly jurisdictions in the country, has joined the ever-expanding list of jurisdictions that no longer give businesses the benefit of the doubt when it comes to restrictive covenants.
Partners Christina Bost…
In a positive decision for trade vendors and non-debtor suppliers, the Eleventh Circuit, in Auriga Polymers Inc. v. PMCM2, LLC, held that a Section 503(b)(9) post-petition priority payment received by a creditor for goods received during the 20 day…
In the recent decision of Schoenmann v. Irvin, et al., C.A. No. 2021-0326-SG (Del. Ch. Jun. 2, 2022), the Delaware Court of Chancery denied in part and granted in part Defendants’ motion to dismiss Plaintiff’s direct and derivative claims…
In the decision of Deann M. Totta, et al. v. CCSB Financial Corp., C.A. No. 2021-0173-KSJM (Del. Ch. May 31, 2022), the Court of Chancery held that the board of directors of Defendant, CCSB Financial Corp. (“CCSB”), misapplied a…
In the recent decision of Oklahoma Firefighters Pension and Retirement System v. Amazon.com, Inc., C.A. No. 2021-1484-LWW (Del. Ch. Jun. 1, 2022) (Mem. Op.), the Court of Chancery denied Plaintiff’s Section 220 request to demand additional inspection of Amazon’s…
