Carl D. Neff

A Primer on Delaware Books and Records Demands Pursuant to Section 220 of the DGCL

By Carl D. Neff

January 15, 2021

Delaware stockholders and directors have an important tool in their arsenal to obtain information from a Delaware corporation: Section 220 of the Delaware General Corporation Law (“DGCL”). The statute confers standing upon stockholders or directors to demand inspection of the books and records of a Delaware corporation. 8 Del. C. § 220. This post will provide a primer on the litigation of books and records demands pursuant to Section 220 of the DGCL before the Delaware Court…

Delaware Business Dispute Blog

Congress Extends and Modifies Paycheck Protection Program (PPP)

By Carl D. Neff

January 3, 2021

My colleagues at FisherBroyles, LLP, Kevin Gluntz and Paul D. Economon, have recently authored an insightful article on the extension and modification of the Paycheck Protection Program (PPP), titled Client Alert – PPP Re-Run! The contents of the article are set forth below. Client Alert- PPP Re-Run! A copy of this Client Alert can be found HERE. Congress Extends and Modifies Paycheck Protection Program After significant and inexplicable delays, Congress has agreed on…

Delaware Bankruptcy Blog

CAA Amends Adequate Assurance Requirement for Utilities Services Under Bankruptcy Code Section 366

By Carl D. Neff

January 2, 2021

The Consolidated Appropriations Act, 2021 (“CAA”) was signed into law on December 27, 2020. As mentioned in this prior post, the CAA contains many amendments to the Bankruptcy Code which impacts creditors and other interested parties to a bankruptcy proceeding. One such amendment impacts section 366 of the Bankruptcy Code. Under Section 366 of the Bankruptcy Code, a debtor must provide adequate assurance of performance to the utilities provider in order to continue receiving…

Delaware Business Dispute Blog

Delaware Judiciary Extends Judicial Emergency, Delaware Courts Remain in Phase 2

By Carl D. Neff

December 31, 2020

On December 30, 2020, the Delaware Supreme Court extended the current judicial emergency for an additional 30 days, effective January 4, 2021. The Chief Justice of the Delaware Supreme Court issued Administrative Order No. 15 memorializing the same. Previously, on October 5, 2020, the Delaware Courts had moved to a modified Phase 3 of the Delaware Judiciary’s four-phase reopening plan that was released in May by the Courts Reopening Committee. The move to a modified…

Delaware Bankruptcy Blog

Amendments to the Bankruptcy Preference Statute in the Consolidated Appropriations Act, 2021

By Carl D. Neff

December 31, 2020

On December 27, 2020, the much-anticipated Consolidated Appropriations Act, 2021 (“CAA”) was signed into law. The CAA contains several COVID-19-related amendments to the United States Bankruptcy Code, 11 U.S.C. §§ 101, et seq. (“Bankruptcy Code”), which may impact many types of creditors. The “Bankruptcy Relief” amendments are set forth in Title X of the CAA. The CAA contains several amendments of significance to creditors, which will be discussed in subsequent posts. This post will focus…

Delaware Business Dispute Blog

Voluntary and Judicial Dissolution of a Delaware Limited Partnership Examined

By Carl D. Neff

December 28, 2020

The Delaware Revised Uniform Limited Partnership Act (“DRULPA”) sets forth the standard to dissolve a limited partnership formed under Delaware law. 6 Del. C. § 17-101, et seq. Under Section 17-801 of the DRULPA, a Delaware limited partnership will voluntarily dissolve upon the occurrence of certain events, including: (i) at a time specified in the limited partnership agreement; (ii) upon the happening of events specified in the limited partnership agreement; or (iii) the vote of at…

Delaware Business Dispute Blog

Delaware Supreme Court Hands Down Important Books and Records Opinion; Limits Several Commonly Raised Defenses

By Carl D. Neff

December 26, 2020

The Delaware Supreme Court recently handed down a significant decision implicating several common defenses raised to a books and records demand made under Section 220 of the Delaware General Corporation Law. The opinion is AmerisourceBergen Corporation v. Lebanon County Employees Retirement Fund, No. 60, 2020 (Del. Supr. Dec. 10, 2020). The decision is an important read in that it invalidates two common defenses relied upon by corporations to oppose an inspection demand. The decision…

Delaware Business Dispute Blog

Chancery Upholds Agreement Permitting Transfer of Assets; Examines a Century-Long Development of the DGCL

By Carl D. Neff

December 21, 2020

In the recent opinion of Stream TV Networks, Inc. v. SeeCubic, Inc., C.A. No. 2020-0310-JTL (Del. Ch. Dec. 8, 2020) (Laster, V.C.), Vice Chancellor Laster invoked over a century-long development of Delaware corporate jurisprudence to support his ruling that the assets of a 3D television technology company can be transferred to secured creditors, notwithstanding the language of Section 271 of the Delaware General Corporation Law (“DGCL”). The Court of Chancery granted Defendant SeeCubic Inc.’s…

Delaware Business Dispute Blog

Court of Chancery Rules on Advancement Claims Asserted by Directors of a Delaware Corporation

By Carl D. Neff

December 18, 2020

In a recent opinion issued by the Delaware Court of Chancery, Perryman v. Stimwave Technologies, Inc., C.A. No. 2020-0079-SG, the Vice Chancellor Glasscock ruled upon whether directors of a Delaware corporation were entitled to advancement under the corporation’s bylaws, pursuant to 8 Del. C. § 145(e). This opinion is an important read for litigators and practitioners as it provides a helpful roadmap for those parties seeking advancement under Delaware law. In Perryman, whether the…

Delaware Bankruptcy Blog

In-Shape Holdings, LLC Files for Bankruptcy Protection in Delaware

By Carl D. Neff

December 18, 2020

On December 16, 2020, In-Shape Holdings, LLC and two affiliated debtors (together, the “Debtors” or “In-Shape”) filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code. In-Shape Holdings, LLC is a health club operator in Stockton, CA. The company reports $50 to $100 million in assets and more than $100 million in liabilities, including a first-lien revolving credit agreement of up to $17 million and $53 million in term loans. In-Shape…

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A Primer on Delaware Books and Records Demands Pursuant to Section 220 of the DGCL

Congress Extends and Modifies Paycheck Protection Program (PPP)

CAA Amends Adequate Assurance Requirement for Utilities Services Under Bankruptcy Code Section 366

Delaware Judiciary Extends Judicial Emergency, Delaware Courts Remain in Phase 2

Amendments to the Bankruptcy Preference Statute in the Consolidated Appropriations Act, 2021

Voluntary and Judicial Dissolution of a Delaware Limited Partnership Examined

Delaware Supreme Court Hands Down Important Books and Records Opinion; Limits Several Commonly Raised Defenses

Chancery Upholds Agreement Permitting Transfer of Assets; Examines a Century-Long Development of the DGCL

Court of Chancery Rules on Advancement Claims Asserted by Directors of a Delaware Corporation

In-Shape Holdings, LLC Files for Bankruptcy Protection in Delaware

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