The recent amendments to Section 220 of the Delaware General Corporation Law (DGCL) are, in a word, significant. These amendments fundamentally shift how stockholders can access corporate books and records. The changes, which came through Senate Bill 21 enacted on
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Delaware Court Blocks Stockholder’s Attempt to Use Appraisal Rights as a Section 220 Workaround
By Carl D. Neff
In a noteworthy decision from the Delaware Court of Chancery, Vice Chancellor Morgan T. Zurn dismissed a stockholder’s attempt to use an appraisal petition as an alternative method to obtain corporate books and records.
What struck me most about this…
Valuation Victory for Insurance Broker: Delaware Court Awards $416K in Partnership Dispute
By Carl D. Neff
I just read an interesting Delaware Court of Chancery decision in Walker v. FRP Investors GP. This is a post-trial opinion from Vice Chancellor Zurn that offers some interesting insights into Delaware partnership agreements and valuation disputes.
The case…
Chancery Grants Conditional Stay of Delaware Books and Records Appeal
By Carl D. Neff
I’ve been following this case closely, and I think the Court of Chancery’s ruling offers a perfect illustration of Delaware’s pragmatic approach to books and records disputes. In a recent decision, the Delaware Court of Chancery addressed the standards for…
From First Check to IPO: How Founder Protection Strategies Should Evolve Through Company Stages
By Carl D. Neff
If there’s one thing I’ve learned from years of working with founders, it’s that protecting your position isn’t a one-and-done deal. The mechanisms that keep you safely in the driver’s seat during your seed round might be woefully inadequate by…
Safeguarding Vision: The Critical Importance of Founder Protection Clauses
By Carl D. Neff
I’ve seen it happen time and again in the high-stakes world of venture capital and startup growth—brilliant founders suddenly finding themselves pushed to the sidelines of their own companies. One minute you’re the visionary CEO, the next you’re being shown…
Delaware General Corporation Law Amended: Key Shifts in Controller Transactions and Books & Records Access
By Carl D. Neff
Delaware’s recent amendments to the DGCL, primarily through Senate Bill 21, have brought about significant shifts in corporate governance, particularly concerning controller transactions and stockholder access to books and records. Here’s a more detailed look:
1. Amendments to DGCL Section…
Unambiguous LLC Agreement Terms Prevail: When Investors Can Remove a CEO Without Board Consent
By Carl D. Neff
In Star America Rail Holdco, LLC v. Casey Cathcart and Cathcart Rail Holdco, LLC, C.A. No. 2024-0883-LWW, the Delaware Court of Chancery considered whether unambiguous LLC agreement terms allowed an outside investor to remove a company’s CEO without the…
Fee-Shifting Granted Against Delaware Corporation in Books and Records Action; Receiver Appointed
By Carl D. Neff
In the Section 220 books and records inspection case of PVH Polymath Venture Holdings Ltd. v. TAG Fintech Inc., C.A. No. 2023-0502-BWD (Del. Ch. Jan. 26, 2024), PVH Polymath Venture Holdings Ltd. (“Polymath”) sought inspection of TAG Fintech, Inc.’s…
Delaware Court Emphasizes Strict Compliance with Books and Records Demand Requirements
By Carl D. Neff
As we’ve discussed previously, it is imperative that a stockholder making a books and records demand under Section 220 of the Delaware General Corporation Law (DGCL) comply with all statutory requirements. The recent decision of Martin Floreani et al.