In the recent decision of Oklahoma Firefighters Pension and Retirement System v. Amazon.com, Inc., C.A. No. 2021-1484-LWW (Del. Ch. Jun. 1, 2022) (Mem. Op.), the Court of Chancery denied Plaintiff’s Section 220 request to demand additional inspection of Amazon’s books and records, finding that Plaintiff had not set forth a proper purpose for its
Delaware Court of Chancery
Plaintiff Held Responsible for Receivership Fees in Section 220 Books and Records Action
By Carl D. Neff on
Posted in Books and Records Demand, Receivership
In the decision of Badr Abdelhameed Dhia Jafar v. Vatican Challenge 2017 LLC, C.A. No. 2020-0151-SG, 2022 WL 365142 (Del. Ch. Feb. 8, 2022) (Letter Op.), the Delaware Court of Chancery held the Plaintiff, a member of the Defendant LLC, responsible for the fees accrued by an appointed Receiver during her oversight of records…
Delaware Court of Chancery Denies Petition to Appoint Custodian to Revive Publicly Registered Shell Company as a Blank Check Company
By Carl D. Neff on
Posted in Receivership
In the recent decision of In re Forum Mobile, Inc., C.A. No. 2020-0346-JTL (Del. Ch. Feb. 3, 2022), the Delaware Court of Chancery denied a petition to appoint a custodian under 8 Del. C. § 226(a)(3) where petitioner sought to take a defunct corporation whose shares are traded over the counter to use as…
Corporation May Not Rely Upon Deficient Stock Ledger to Deny Section 220 Demand When it was Aware of Plaintiff’s Status as a Stockholder
By Carl D. Neff on
Posted in Books and Records Demand
In the recent decision of Knott Partners L.P. v. Telepathy Labs, Inc., C.A. No. 2021-0583-SG (Del. Ch. Nov. 23, 2021), the Delaware Court of Chancery analyzed to what extent a corporation opposing a Section 220 books and records demand may rely upon its stock ledger to deny the demand.
Vice Chancellor Glasscock held…
Delaware Court of Chancery Issues Revised Guidelines for Persons Litigating in the Court of Chancery
By Carl D. Neff on
Posted in News
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…
Court of Chancery Dismisses Defamation Claim, Rejects Parties’ Stipulation to Hear Claim Under Clean-Up Doctrine
By Carl D. Neff on
Posted in Shareholder Disputes
In the recent decision of DG BF, LLC, et al. v. Michael Ray, et al., C.A. No. 2020-0459-MTZ (Del. Ch. June 30, 2021), the Delaware Court of Chancery declined to exercise subject matter jurisdiction over a defamation claim despite the parties stipulating to have the Court hear such claim under the clean-up doctrine.
Earlier,…
Court of Chancery Grants Stay of Discovery Pending Resolution of Advancement Claim
By Carl D. Neff on
Posted in Indemnification and Advancement
In the recent decision of Agspring Holdco, LLC, et al. v. NGP X US Holdings, L.P., et al., C.A. No. 2019-0567-JRS (Del. Ch. June 28, 2021), the Delaware Court of Chancery issued a stay of discovery pending resolution of the parties’ cross-motions for summary judgment to confirm or vacate an arbitration ruling concerning advancement…
Court of Chancery Holds that Arbitrability of Advancement Claim Must be Determined by Arbitrator
By Carl D. Neff on
Posted in Indemnification and Advancement
In the recent decision of Blackmon v. O3 Insight, Inc., C.A. No. 2020-1014-SG (Del. Ch. Mar. 9, 2021), the Delaware Court of Chancery held that the arbitrability of a Delaware director’s claim for advancement must be determined by an arbitrator.
The Petitioner, Theodore Blackmon, is a director and stockholder of respondent O3 Insight, Inc.…
Court of Chancery Confirms Standard for Granting a Stay of Discovery Pending a Motion to Dismiss
By Carl D. Neff on
Posted in Discovery Disputes
A common tactic employed by experienced Chancery litigators defending a lawsuit is to file a motion to stay discovery while a motion to dismiss is pending. The argument is that if the case is dismissed, the expense of undertaking discovery while a motion to dismiss is pending should be avoided.
A recent short letter opinion…
A Primer on Delaware Books and Records Demands Pursuant to Section 220 of the DGCL
By Carl D. Neff on
Posted in Books and Records Demand, Summary Proceedings
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…