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
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
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
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
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
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
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
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 Judiciary Extends Judicial Emergency, Delaware Courts Remain in Phase 2
On December 30, 2020, the Delaware Supreme Court extended the current judicial emergency for an additional 30 days, effective January 4, 2021. The Chief Justice of the Delaware Supreme Court issued Administrative Order No. 15 memorializing the same.
Previously, on October 5, 2020, the Delaware Courts had moved to a modified Phase 3 of the
Chancery Upholds Agreement Permitting Transfer of Assets; Examines a Century-Long Development of the DGCL
In the recent opinion of Stream TV Networks, Inc. v. SeeCubic, Inc., C.A. No. 2020-0310-JTL (Del. Ch. Dec. 8, 2020) (Laster, V.C.), Vice Chancellor Laster invoked over a century-long development of Delaware corporate jurisprudence to support his ruling that the assets of a 3D television technology company can be transferred to secured creditors, notwithstanding