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 Business Dispute Blog
Review of Business and Commercial Litigation in the State of Delaware and Beyond
The Delaware Business Dispute Blog, published by Carl D. Neff, focuses on legal issues related to Delaware corporate and partnership law. It covers topics such as Delaware General Corporation Law (DGCL) Section 220 books and records demands, stockholder rights and litigation, appraisal rights, corporate governance, partnership agreement disputes, valuation issues, and Delaware Court of Chancery decisions. The blog analyzes procedural and substantive aspects of corporate disputes, including amendments to Delaware statutes, court rulings on inspection rights, and practical implications for stockholders, founders, and corporate entities. It also addresses founder protection strategies and evolving governance structures through company growth stages.
Latest from Delaware Business Dispute Blog - Page 6
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…
Amendments to Delaware Alternative Entity Statutes Add “Necessary and Essential” Test to Books and Records Inspection Demands
By Carl D. Neff
Effective August 1, 2021, the Delaware Limited Liability Company Act (“LLC Act”), the Delaware Revised Uniform Limited Partnership Act (“LP Act”) and the Delaware Revised Uniform Partnership Act (“Partnership Act”) have been amended to require that the “necessary and essential”…
Delaware Court of Chancery Dismisses Caremark Claim for Failure to Sufficiently Plead Demand Futility
By Carl D. Neff
The Delaware Court of Chancery recently dismissed a derivative lawsuit asserting a Caremark claim for failure to adequately allege demand futility under Court of Chancery Rule 23.1. The opinion, Pettry v. Smith, et al., C.A. No. 2019-0795-JRS (Del. Ch. June…
Court of Chancery Dismisses Defamation Claim, Rejects Parties’ Stipulation to Hear Claim Under Clean-Up Doctrine
By Carl D. Neff
In the recent decision of DG BF, LLC, et al. v. Michael Ray, et al., C.A. No. 2020-0459-MTZ (Del. Ch. June 30, 2021), the Delaware Court of Chancery declined to exercise subject matter jurisdiction over a defamation claim despite…