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
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
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
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’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
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
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
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.
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
In Rostowsky v. Hirsch, C.A. No. 2022-0004-SG (Del. Ch. Oct. 15, 2024), the Delaware Court of Chancery addressed the ownership interest held by plaintiff, Ari Rostowsky, in a business he formed with the defendants, Laura Hirsch and Lisa True,
