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Delaware Business Dispute Blog

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Books and Records Demand

Delaware's New DGCL Section 220 Amendments: Transforming Books and Records AccessDelaware Court Blocks Stockholder's Attempt to Use Appraisal Rights as a Section 220 Workaround

Contract Disputes

Valuation Victory for Insurance Broker: Delaware Court Awards $416K in Partnership DisputeOwnership Without Membership: Delaware Court Enforces 15% Business Interest Through Promissory Estoppel

Contract Interpretation

Unambiguous LLC Agreement Terms Prevail: When Investors Can Remove a CEO Without Board ConsentDelaware Court Enforces LLC Agreement's Management Structure in Prince Estate Dispute

Corporate Governance

From First Check to IPO: How Founder Protection Strategies Should Evolve Through Company StagesSafeguarding Vision: The Critical Importance of Founder Protection Clauses

D&O Litigation

Delaware Chancery Dismisses Claims in Viela Bio Merger DisputeDelaware Chancery Dismisses Complaint for Failure to Adequately Allege Demand Futility

Discovery Disputes

Court of Chancery Confirms Standard for Granting a Stay of Discovery Pending a Motion to DismissDelaware Court of Chancery Rules that Management May Not Preclude Director From Obtaining Privileged Information

Dissolution

Delaware Chancery Denies Member's Request to Invalidate Dissolution of a Delaware Limited Liability CompanyVoluntary and Judicial Dissolution of a Delaware Limited Partnership Examined

Election of Directors

Section 225 Board Composition Action Analyzed by Court of ChanceryDelaware Court of Chancery Invalidates Board's Application of a Voting Limitation Pursuant to Company Charter

Fiduciary Duties

Delaware Chancery Dismisses Claims in Viela Bio Merger DisputeDelaware Court of Chancery Rescinds Musk’s $55.8B Tesla Stock Option Grant in Key Decision on Corporate Transactions with Controlling Stockholders

Indemnification and Advancement

Chancery Orders Advancement Under Indemnification Agreements of Cancelled CompanyCourt of Chancery Grants Stay of Discovery Pending Resolution of Advancement Claim

Injunctive Relief

Chancery Upholds Agreement Permitting Transfer of Assets; Examines a Century-Long Development of the DGCLChancery Grants Summary Judgment on Contract Interpretation Claim, Denies Plaintiff's TRO

News

Delaware General Corporation Law Amended: Key Shifts in Controller Transactions and Books & Records AccessMoelis and its Aftermath: Recent Case Law and Statutory Developments Addressing the Ability of Stockholders to Manage Corporations through Stockholder Agreements

Receivership

Plaintiff Held Responsible for Receivership Fees in Section 220 Books and Records ActionDelaware Court of Chancery Denies Petition to Appoint Custodian to Revive Publicly Registered Shell Company as a Blank Check Company

Restrictive Covenants

Delaware Courts Are Striking Overly Broad Non-Competes — Even In the Sale of a Business

Shareholder Disputes

Ownership Without Membership: Delaware Court Enforces 15% Business Interest Through Promissory EstoppelDelaware Court of Chancery Dismisses Caremark Claim for Failure to Sufficiently Plead Demand Futility

Summary Proceedings

Delaware Court Emphasizes Strict Compliance with Books and Records Demand RequirementsAn Updated Primer on Delaware Books and Records Demands Pursuant to Section 220 of the DGCL

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