In a short and pithy letter opinion, the Delaware Court of Chancery granted leave to a party to amend its complaint in a books and records action where plaintiff initially asserted it was a record stockholder, and then amended to state it was a beneficial stockholder. POSCO Energy Co., Ltd. v. FuelCell Energy, Inc.,
Books and Records Demand
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 on
Posted in Books and Records Demand
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 statutes, some of which govern not only entities incorporated or formed in that state, but…
Stockholder Seeking Books and Records Need Not Prove an End-Use for Valuation of Shares
By Carl D. Neff on
Posted in Books and Records Demand
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 a stockholder’s investment in a corporation, particularly where the corporation is privately held, has long…
Chancery Denies Books and Records Demand; Déjà Vu All Over Again
By Carl D. Neff on
Posted in Books and Records Demand
The recent decision of SolarReserve CSP Holdings, LLC v. Tonopah Solar Energy, LLC, C.A. No. 2020-0064-JRS (Del. Ch. July 24, 2020), handed down by the Delaware Court of Chancery, is an important read for any litigant involved in a books and records demand, where the party seeking information has assigned its interests in the…
Delaware Supreme Court Grants Inspection of Limited Partnership Documents
By Carl D. Neff on
Posted in Books and Records Demand
The Delaware Supreme Court recently issued a 50-page written opinion in Murfey, et al. v. WHC Ventures, LLC, et al., Del. Supr., No 294, 2019 (July 13, 2020), granting the limited partners’ demand for the K-1 tax returns issued to other limited partners, and overturning the Delaware Court of Chancery’s denial of such a…