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 Business Litigation
An Updated Primer on Delaware Books and Records Demands Pursuant to Section 220 of the DGCL
By Carl D. Neff on
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…
Delaware Court of Chancery Issues Revised Guidelines for Persons Litigating in the Court of Chancery
By Carl D. Neff on
On August 5, 2021, the Delaware Court of Chancery issued revised Guidelines for Persons Litigating in the Court of Chancery. According to the Court’s press release, the Guidelines “review the expectations for remote and courtroom hearings and trials and offer best practices for litigating cases in the Court of Chancery.” These Guidelines are a…
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
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…
Section 225 of the DGCL: Challenges to Director Elections, Appointments, Removals or Resignations
By Carl D. Neff on
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 resignation of any director or officer.
From a procedural perspective, a party seeking such relief…