In the recent decision of Rudd v. Brown, et al., C.A. No. 2019-0775-MTZ (Del. Ch. Sept. 11, 2020), the Delaware Court of Chancery granted defendants’ motion to dismiss plaintiffs’ derivative claims in their entirety in light of an exculpatory provision
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 9
Petitioning the Court of Chancery to Appoint a Custodian or Receiver to a Delaware Corporation Under Section 226 of the DGCL
By Carl D. Neff
When a Delaware corporation is deadlocked and unable to operate as a result of dissension among its shareholders or directors, or has abandoned its business, what remedies are available to the company’s shareholders under Delaware law? Section 226 of the…
Delaware Judiciary Extends Emergency Until Oct. 5, 2020; Unveils Plan to Resume Trials In October
By Carl D. Neff
On Friday, September 4, 2020, the Delaware Supreme Court released a plan to restart jury trials in October, 2020, while extending the current judicial emergency an additional 30 days until October 5, 2020. The Chief Justice likewise issued Administrative Order…
Court Denies Motion to Seal Entirety of TRO Hearing
By Carl D. Neff
In a short, one-page order, the Court of Chancery denied a motion by defendants to seal the entirety of an upcoming TRO hearing, in the case of Searchlight CST, L.P. v. MediaMath Holdings, Inc., C.A. No. 2020-0652-SG (Del. Ch.…
Delaware Court of Chancery Rules that Management May Not Preclude Director From Obtaining Privileged Information
By Carl D. Neff
In a matter of first impression, the Delaware Court of Chancery ruled that management of a Delaware corporation may not preclude a director from obtaining privileged information of the company. The decision was handed down yesterday by Chancellor Bouchard in…
Delaware Court of Chancery Holds that Internal Affairs Doctrine Governs Books and Records Demand; Applies Delaware Law Instead of California Corporations Code
By Carl D. Neff
Section 220 of the Delaware General Corporation Law permits a stockholder or director to make a books and records against a corporation incorporated in Delaware, regardless of where the corporation conducts its business. Yet many jurisdictions have their own inspection…
Delaware Judicial Emergency Extended for Another 30 Days
By Carl D. Neff
Today, the Chief Justice of the Delaware Supreme Court issued Administrative Order No. 9, which extends Delaware’s Judicial Emergency for another 30 days, effective August 7, 2020. Per the Administrative Order, the Delaware courts will continue to operate under…
Section 225 of the DGCL: Challenges to Director Elections, Appointments, Removals or Resignations
By Carl D. Neff
Section 225 of the Delaware General Corporation Law is an important and powerful tool for any shareholder, director or officer seeking to challenge the results of an election of directors of a Delaware corporation, along with the appointment, removal or…
Delaware Court of Chancery Permits Validation of Defective Act Under Section 205 of the DGCL; Failure of Authorization Distinguished from Absence of Corporate Power
By Carl D. Neff
In a rare decision pertaining to Section 205 of the DGCL handed down today by the Delaware Court of Chancery, Applied Energetics, Inc. v. Farley, et al., C.A. No. 2018-0489-JTL (Del. Ch. Aug. 3, 2020), Vice Chancellor Laster granted…
Stockholder Seeking Books and Records Need Not Prove an End-Use for Valuation of Shares
By Carl D. Neff
It is well established that when a stockholder of a Delaware corporation makes a books and records demand under Section 220 of the DGCL, the stockholder must state a proper purpose for the requested books and records. “Valuation of…