The Delaware Governor signed legislation last night that makes big changes to Delaware corporate law. The new law amended the corporate statute to create a definition for “controlling shareholder” and “disinterested director” as well as adding new prerequisites before a shareholder can demand corporate records. As the editor of The National Law Review’s Delaware Corporate
"section 220"
UPDATE on Proposed Amendments to DGCL Section 220–Right to Seek Corporate Books and Records
By Francis Pileggi on
Posted in Commentary
In the few days since the Delaware Legislature proposed Senate Bill 21 to make major changes to Delaware corporate law, there has been a veritable avalanche of commentary by the professoriate, practitioners, and journalists with their predictions of the consequences of SB 21 being enacted into law. See, e.g., article on The CLS Blue …
Chancery Reviews Section 220 Basics
By Francis Pileggi on
Posted in Court of Chancery Updates
Aimee Czachorowski, an attorney in the Delaware office of Lewis Brisbois, prepared this post.
Chancellor McCormick’s recent letter decision in Floreani, et al. v. FloSports, Inc., C.A. No. 2023-0684-LM-KSJM (Del. Ch. Oct. 31, 2014), illustrates the pitfalls of non-compliance with the technical requirements of a Section 220 demand by a stockholder for corporate books…
Chancery Recites Fundamental Principles of Delaware Corporate Law
By Francis Pileggi on
Posted in Court of Chancery Updates
In the context of explaining why certain challenges to a stockholders’ agreement were not barred by laches and were otherwise timely, the Delaware Court of Chancery recently recited several enduring fundamental principles of Delaware corporate law and corporate governance in the gem of a decision styled: West Palm Beach Firefighters’ Pension Fund v. Moelis & …
Litigation Misconduct Warrants Fee Shifting
By Francis Pileggi on
Posted in Selected Articles by Francis
For my latest ethics column, now in its 25th year, for the national publication of the American Inns of Court called The Bencher, in the January/February 2024 edition, I highlight a decision of the Delaware Court of Chancery that addressed litigation misconduct in a summary proceeding under Section 220 of the Delaware General Corporation…
Pre-Trial Deadlines in Summary Proceedings
By Francis Pileggi on
Posted in Court of Chancery Updates
Any litigator who has been practicing long enough will confront a challenge with a pre-trial deadline. The Delaware Bar, at least traditionally, has had a custom of freely granting reasonable requests for extensions. But in summary proceedings, where a trial is often scheduled within 90 days of a complaint being filed, special nuances need to…
Two Recent Chancery Decisions Provide Cautionary Tales in Section 220 Matters
By Francis Pileggi on
Posted in Court of Chancery Updates
Over the last 18 years that I have maintained this blog, I have published highlights on these pages, and elsewhere, of about 190 or so Delaware decisions involving stockholder demands under DGCL Section 220 for books and records, as well as the analogue in the LLC context. Nowadays, I only highlight those I find to be…
Limited Discovery in Section 220 Actions
By Francis Pileggi on
Posted in Court of Chancery Updates
Some readers who have followed these pages over the last 18 years may be weary of reading about DGCL Section 220 court decisions regarding the nuanced right, subject to various prerequisites, of a stockholder to demand certain books and records. But bear with me for this short post.
Discovery in a Section 220 case is…
Culture Wars Come to Delaware Courts
By Francis Pileggi on
Posted in Court of Chancery Updates
The title of this blog post is a paraphrase from a description in a recent article by Reuters about a case in the Delaware Court of Chancery against The Walt Disney Company, based on Section 220 of the Delaware General Corporation Law, that went to trial this past Wednesday. As of this writing, on Sunday…
Supreme Court Offers New Guidance on DGCL Section 220
By Francis Pileggi on
Posted in Delaware Supreme Court Updates
The Delaware Supreme Court recently provided guidance to corporate litigators regarding the nuances of DGCL Section 220, which most readers recognize as the statute that allows stockholders to demand certain corporate records if the prerequisites in the statute–and those imposed by countless court decisions–have been satisfied. In NVIDIA Corp. v. City of Westmoreland Police and …