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.,
What Remedies are Available in a DGCL Section 273 Joint Venture Dissolution Action?
In a prior post, we discussed the standards required to obtain relief under Section 273 of the Delaware General Corporation Law (“DGCL”), i.e. (i) that a Delaware corporation has two 50/50 stockholders, (ii) that the company is engaged in a joint venture, and (iii) the 50/50 stockholders are unable to agree as to whether
Delaware Judiciary Extends Emergency Until Oct. 5, 2020; Unveils Plan to Resume Trials In October
On Friday, September 4, 2020, the Delaware Supreme Court released a plan to restart jury trials in October, 2020, while extending the current judicial emergency an additional 30 days until October 5, 2020. The Chief Justice likewise issued Administrative Order No. 10 memorializing the same.
According to the notice, the resumption of jury trials
Court Denies Motion to Seal Entirety of TRO Hearing
In a short, one-page order, the Court of Chancery denied a motion by defendants to seal the entirety of an upcoming TRO hearing, in the case of Searchlight CST, L.P. v. MediaMath Holdings, Inc., C.A. No. 2020-0652-SG (Del. Ch. Aug. 24, 2020). Vice Chancellor Glasscock ruled that the “Court does not conduct public
Delaware Judicial Emergency Extended for Another 30 Days
Today, the Chief Justice of the Delaware Supreme Court issued Administrative Order No. 9, which extends Delaware’s Judicial Emergency for another 30 days, effective August 7, 2020. Per the Administrative Order, the Delaware courts will continue to operate under Phase 2.
Citing the “national trend of increasing virus spread, new quarantine requirements by other
Delaware Court of Chancery Permits Validation of Defective Act Under Section 205 of the DGCL; Failure of Authorization Distinguished from Absence of Corporate Power
In a rare decision pertaining to Section 205 of the DGCL handed down today by the Delaware Court of Chancery, Applied Energetics, Inc. v. Farley, et al., C.A. No. 2018-0489-JTL (Del. Ch. Aug. 3, 2020), Vice Chancellor Laster granted summary judgment in favor of a plaintiff who challenged a defective board action, as result
Stockholder Seeking Books and Records Need Not Prove an End-Use for Valuation of Shares
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
Delaware Court of Chancery Issues Courtroom Protocols Pertaining to Courthouse Reopening
Earlier in June 2020, the Delaware Court of Chancery has issued its Courtroom Protocols, that are being implemented, effective June 8, 2020, in conjunction with the reopening of the courthouses. A high-level summary of the new practices and procedures are set forth below:
- All attorneys and members of the public will be screened upon
Dissolution of a Delaware LLC with Members of Equal Ownership Interest
Section 273 of the Delaware General Corporation Law (the “DGCL”) provides a basis for the dissolution of a deadlocked “joint venture” corporation, in which two equal shareholders cannot agree on whether to discontinue the corporation. However, the Delaware Limited Liability Act (“LLC Act”) does not have a provision similar to 8 Del. C. § 273
Delaware Supreme Court Grants Inspection of Limited Partnership Documents
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