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
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Delaware Court of Chancery Invalidates Board’s Application of a Voting Limitation Pursuant to Company Charter
By Carl D. Neff
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…
Delaware Court of Chancery Denies Plaintiff’s Request for Additional Books and Records in Section 220 Demand
By Carl D. Neff
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…
Delaware Court of Chancery Denies Defendants’ Motion for Stay Pending Appeal After Kirpat Factor Analysis
By Carl D. Neff
In a recent action brought under Section 225 of the DGCL, the Delaware Court of Chancery validated a written consent removing Defendants Long Deng and Mark Fang from iFresh, Inc.’s (“iFresh”) Board of Directors and appointing new directors in…
Delaware Court of Chancery Upholds Written Consent Removing Board of Directors in Section 225 Action
By Carl D. Neff
In the decision of Dengrong Zhou v. Long Deng and Mark Fang, C.A. No. 2021-0026-JRS (Del. Ch. Apr. 6, 2022) (Mem. Op.), the Delaware Court of Chancery found that a majority of stakeholders from iFresh, Inc. (the “Control Group”)…
Plaintiff Held Responsible for Receivership Fees in Section 220 Books and Records Action
By Carl D. Neff
In the decision of Badr Abdelhameed Dhia Jafar v. Vatican Challenge 2017 LLC, C.A. No. 2020-0151-SG, 2022 WL 365142 (Del. Ch. Feb. 8, 2022) (Letter Op.), the Delaware Court of Chancery held the Plaintiff, a member of the Defendant…
Delaware Court of Chancery Denies Petition to Appoint Custodian to Revive Publicly Registered Shell Company as a Blank Check Company
By Carl D. Neff
In the recent decision of In re Forum Mobile, Inc., C.A. No. 2020-0346-JTL (Del. Ch. Feb. 3, 2022), the Delaware Court of Chancery denied a petition to appoint a custodian under 8 Del. C. § 226(a)(3) where petitioner sought…
Delaware Chancery Holds that Merger Caused Stockholder to Lose Standing to Pursue Section 220 Books and Records Demand
By Carl D. Neff
In the recent decision of Swift v. Houston Wire & Cable Co., C.A. No. 2021-0525-LWW (Del. Ch. Dec. 3, 2021), the Delaware Court of Chancery considered whether a plaintiff lacked standing to inspect a Delaware corporation’s books and records…
Corporation May Not Rely Upon Deficient Stock Ledger to Deny Section 220 Demand When it was Aware of Plaintiff’s Status as a Stockholder
By Carl D. Neff
In the recent decision of Knott Partners L.P. v. Telepathy Labs, Inc., C.A. No. 2021-0583-SG (Del. Ch. Nov. 23, 2021), the Delaware Court of Chancery analyzed to what extent a corporation opposing a Section 220 books and records demand…
Delaware Court of Chancery Issues Revised Guidelines for Persons Litigating in the Court of Chancery
By Carl D. Neff
On August 5, 2021, the Delaware Court of Chancery issued revised Guidelines for Persons Litigating in the Court of Chancery. According to the Court’s press release, the Guidelines “review the expectations for remote and courtroom hearings and trials…