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
Delaware Court of Chancery
Stockholder Seeking Books and Records Need Not Prove an End-Use for Valuation of Shares
By Carl D. Neff on
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
By Carl D. Neff on
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
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Dissolution of a Delaware LLC with Members of Equal Ownership Interest
By Carl D. Neff on
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
By Carl D. Neff on
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…