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
An Updated Primer on Delaware Books and Records Demands Pursuant to Section 220 of the DGCL
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
Ownership Without Membership: Delaware Court Enforces 15% Business Interest Through Promissory Estoppel
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, even though he was not included as a member under the LLC operating agreement. The
The Delaware Court of Chancery Holds Amendment of LLC Agreement via Merger Enforceable
On August 30, 2024, the Delaware Court of Chancery in Campus Eye Management Holdings, LLC v. E. Bruce DiDonato, OD, C.A. 2024-0121-LWW (Del. Ch. August 30, 2024), affirmed an amendment to a limited liability company agreement (an “LLC Agreement”) that was adopted by merger, notwithstanding a different vote was required to adopt the amendment
Moelis and its Aftermath: Recent Case Law and Statutory Developments Addressing the Ability of Stockholders to Manage Corporations through Stockholder Agreements
This article was written by Jim Rosenbluth and Carl Neff of Pierson Ferdinand LLP.
Delaware has long maintained its status as the mecca for U.S. corporations, with over 50% of all publicly listed corporations incorporated there. Devoted exclusively to the adjudication of business disputes and known for having developed a widely cited and extensive body
Delaware Chancery Dismisses Claims in Viela Bio Merger Dispute
In a significant decision that clarifies the standards for determining controlling stockholder status, the Delaware Court of Chancery dismissed claims against AstraZeneca and Viela Bio’s directors in connection with Viela’s $3 billion sale to Horizon Therapeutics. The case, Sciannella v. AstraZeneca UK Limited et al., addressed whether AstraZeneca, which held a 26.7% stake
Delaware Court Enforces LLC Agreement’s Management Structure in Prince Estate Dispute
In the recent decision of McMillan, et al. v. Nelson, et al., C.A. No. 2024-0016-KSJM (Del. Ch.), the Delaware Court of Chancery reaffirmed the primacy of contractual language in LLC governance disputes. McMillan centered on a dispute over the management of Prince Legacy, LLC, an entity formed to manage assets from the estate
Delaware Court of Chancery Rejects Oral Partnership Claim in Investment Banking Case
The Delaware Court of Chancery recently addressed the complexities of partnership formation–and the importance that an oral agreement contain all material terms–in the decision of Handler v. Centerview Partners Holdings, L.P., C.A. No. 2022-0672-SG (Del. Ch. Apr. 24, 2024).
Background
The case originated from a books and records demand under 6 Del. C. §
Merger Misfire: Cephalon Shareholders’ CVR Claims Fizzle in Delaware
In a recent decision that underscores the importance of precise contract language in M&A deals, the Delaware Court of Chancery dealt a blow to former Cephalon shareholders seeking a post-merger payday. The case, Himawan v. Cephalon, Inc., C.A. No. 2018-0075-SG (Del. Ch.), centered on the interpretation of contingent value rights (CVRs) issued as
Chancery Determines that Arbitration Filings Are Not Confidential Under Rule 5.1
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