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 opinion is the court’s thorough analysis of the statutory distinctions between Sections 220 and 262.
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 involves Cornelius “Cory” Walker, who helped build an insurance brokerage company that entered a lucrative
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 staying a books and records production order pending appeal. Vice Chancellor David’s opinion in Bruch
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 the time you’re raising a Series C. Let me walk you through how founder protection
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 the door by the very investors you brought in. As funding rounds pile up and
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 board’s consent. The Court decided that unambiguous terms of an agreement prevail, and the investor
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 (“TAG”) records after discovering TAG had submitted a forged letter to Pakistani regulators. The
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. v. FloSports, Inc., C.A. No. 2023-0684-LM (Del. Ch. Oct. 31, 2024) underscores this
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 books and records of a Delaware corporation. 8 Del. C. § 220.
This post will