If 2024 was the year Delaware’s corporate law establishment got nervous, 2025 was the year it fought back. And fought back hard.
For those of us who follow Delaware corporate law closely, the past year has been nothing short of remarkable. What began with hand-wringing over the
In a noteworthy decision from the Delaware Court of Chancery, Vice Chancellor Morgan T. Zurn dismissed a stockholder’s attempt to use an appraisal petition as an alternative method to obtain corporate books and records.
What struck me most about this opinion is the court’s thorough analysis of the statutory distinctions between Sections 220 and 262.
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
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
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
The Delaware Supreme Court recently handed down a significant decision implicating several common defenses raised to a books and records demand made under Section 220 of the Delaware General Corporation Law. The opinion is AmerisourceBergen Corporation v. Lebanon County Employees Retirement Fund, No. 60, 2020 (Del. Supr. Dec. 10, 2020).
The decision is an