In the recent decision of Product Madness, Inc. v. Brooke Kingston, the Delaware Court of Chancery addressed whether portions of Product Madness, Inc.’s complaint and exhibits, related to a confirmed arbitration award, should remain confidential under Court of Chancery Rule 5.1. The Court concluded they should not.
Factual Background:
Product Madness is a corporation…
In the decision of Harrison Metal Capital III, L.P., v. Mathé, et al., C.A. No. 2022-0261-PAF (Del. Ch. Mar. 27, 2024), the Delaware Court of Chancery considered whether plaintiff adequately plead demand futility under Rule 23.1 in its suit alleging that defendants, who were directors and officers of the company, breached their fiduciary duties…
In the decision OrbiMed Advisors LLC v. Symbiomix Therapeutics, LLC, et al., C.A. No. 2023-0769-MTZ, 2024 WL 747567 (Del. Ch. Feb. 23, 2024), the Delaware Court of Chancery considered an advancement dispute. The Court determined that the defendant was obligated to provide advancement under indemnification agreements between the plaintiffs and a company that defendant…
On January 30, 2024, the Delaware Court of Chancery rescinded Tesla, Inc. (“Tesla”)’s January 2018 grant to CEO Elon Musk of performance-based stock options with a potential $55.8 billion maximum value and a $2.6 billion grant date fair value (the “Grant”).[1] The lawsuit was filed derivatively against Musk, in his capacity as Tesla’s controlling shareholder…
In Barry Leistner v. Red Mud Enterprises LLC, C.A. No. 2023-0503-SEM (Del. Ch. Dec. 8, 2023), the Delaware Court of Chancery addressed Plaintiff Barry Leistner’s exceptions to a Magistrate’s Final Report that denied his books and records request regarding Red Mud Enterprises LLC. Leistner, a member and investor of the company, previously obtained a…
On August 1, 2023, amendments to the Delaware General Corporation Law (“DGCL”) went into effect, simplifying processes for Delaware corporations to take specific corporate actions. The changes focus on authorizing certain stock splits and altering a corporation’s authorized shares.
Key points of the amendments:
Section 242 – Amendments to Certificate of Incorporation:
Stockholder approval is…
In the decision of Barbey v. Cerego, Inc., C.A. No. 2022-0107-PAF (Del. Ch., Sept. 29, 2023), the Delaware Court of Chancery considered the proper constitution of a Delaware corporation’s board of directors under Section 225 of the Delaware General Corporation Law (“DGCL”) after members of the board of directors were removed following a corporate inversion. …
In the decision of James Rivest v. Hauppauge Digital, Inc., No. 442, 2022 (Del. July 10, 2023), the Delaware Supreme Court considered the extent to which a Delaware corporation’s production of books and records under Section 220 of the Delaware General Corporation Law should be subject to confidentiality restrictions.
Background
James Rivest was a…
Books and records inspection demands commonly arise in connection with a major transaction of a Delaware corporation, including a merger. The decision of Kosinski v. GGP, Inc., C.A. No. 2018-0540-KSJM (Del. Ch. Aug. 29, 2019) involved such a demand to investigate mismanagement, including whether plaintiff had established a “credible basis” to infer mismanagement.
In…
A question often arises as to whether a party making a books and records demand under 8 Del. C. § 220 must enter into a confidentiality agreement in order to inspect responsive documents of the corporation.
The Delaware Supreme Court, in the decision of Tiger v. Boast Apparel, Inc., 214 A.3d 933 (Del. Aug.
