The Delaware Court of Chancery recently granted, in part, a stockholder’s request, after a trial without live testimony, for corporate books and records pursuant to DGCL Section 220, in a matter styled Paraflon Investments Ltd. v. Linkable Networks, Inc., C.A. No. 2017-0611-JRS (Del. Ch. April 3, 2020).
Readers of these pages over the last 15
The following article is reprinted with permission from the Jan. 15, 2020 edition of “The Delaware Business Court Insider”, (c) 2020 ALM Media Properties, LLC. All rights reserved.
By: Francis G.X. Pileggi and Chauna A. Abner
This is the 15th year that Francis Pileggi and various co-authors have created an annual list of important
Over the last 14 years that I have published this blog, I have compiled an annual review with a list of key Delaware corporate and commercial decisions that have widespread utility to practitioners, especially those court decisions that are not widely covered by other legal publications or the mainstream press. On a few occasions, I
Caspian Select Credit Master Fund Ltd. v. Key Plastics Corp., C.A. No. 8624-vcn (Del. Ch. Feb. 24, 2014).
Practical Insights on Decision: This Chancery opinion is one of many examples highlighted on these pages over the last 9 years or so, of the not infrequent inefficiency and unsatisfying nature of an action
Cook v. Hewlett-Packard Co., C.A. No. 8667-VCG (Del. Ch. Jan. 24, 2014)(revised Jan. 30, 2014).
Issue Addressed: Was a stockholder entitled to additional books and records from Hewlett-Packard regarding accounting fraud at a company HP purchased? Answer: No
Short Highlights
This post-trial letter opinion from the Court of Chancery
King v. DAG SPE Managing Member, Inc., C.A. No. 7770-VCP (Del. Ch. Dec. 23, 2013).
Issue Presented: Whether a former director has standing to demand books and records under DGCL Section 220(d) or under the common law. Short Answer: No.
Brief Overview:
This Court of Chancery decision granted a motion to dismiss under
Louisiana Municipal Police Employees’ Retirement System v. Hershey Co., No. 7996, Master’s Report (Del. Ch. Aug. 16, 2013).
This decision rejected a demand for books and records of the Hershey Company based on DGCL Section 220. The stockholder claimed, in essence, that Hershey’s management must be complicit in the abhorrent child labor practices in the
Sutherland v. Sutherland, C.A. No. 2399-VCN (Del. Ch. May 30, 2013).
Issue Addressed: Whether certain directors violated their fiduciary duties by benefiting from a system of charging for administrative expenses for personal matters that was more favorable to certain directors.
Short Answer: No.
Background: Many prior Delaware decisions in this long-running
Kalisman v. Friedman, C.A. No. 8477-VCL (Del. Ch. April 17, 2013).
Issue Addressed: Can a corporation deny access to confidential data to a member of the board of directors based on the attorney/client privilege or work product doctrine? Short Answer: Not based on the facts of this case.
Short Overview
This gem of
Pyott v. Louisiana Municipal Police Employees’ Retirement System, No. 380, 2012 (Del. Supr., April 4, 2013)
Issues Addressed: (1) Whether or not a prior ruling by a California court dismissing a derivative suit served as a bar to subsequent Delaware derivative suits; and (2) Whether the failure to use Section 220 before filing suit