I’ve been following this case closely, and I think the Court of Chancery’s ruling offers a perfect illustration of Delaware’s pragmatic approach to books and records disputes. In a recent decision, the Delaware Court of Chancery addressed the standards for staying a books and records production order pending appeal. Vice Chancellor David’s opinion in Bruch …

If there’s one thing I’ve learned from years of working with founders, it’s that protecting your position isn’t a one-and-done deal. The mechanisms that keep you safely in the driver’s seat during your seed round might be woefully inadequate by the time you’re raising a Series C. Let me walk you through how founder protection…

I’ve seen it happen time and again in the high-stakes world of venture capital and startup growth—brilliant founders suddenly finding themselves pushed to the sidelines of their own companies. One minute you’re the visionary CEO, the next you’re being shown the door by the very investors you brought in. As funding rounds pile up and…

In Star America Rail Holdco, LLC v. Casey Cathcart and Cathcart Rail Holdco, LLC, C.A. No. 2024-0883-LWW, the Delaware Court of Chancery considered whether unambiguous LLC agreement terms allowed an outside investor to remove a company’s CEO without the board’s consent. The Court decided that unambiguous terms of an agreement prevail, and the investor…

In the Section 220 books and records inspection case of PVH Polymath Venture Holdings Ltd. v. TAG Fintech Inc., C.A. No. 2023-0502-BWD (Del. Ch. Jan. 26, 2024), PVH Polymath Venture Holdings Ltd. (“Polymath”) sought inspection of TAG Fintech, Inc.’s (“TAG”) records after discovering TAG had submitted a forged letter to Pakistani regulators. The…

As we’ve discussed previously, it is imperative that a stockholder making a books and records demand under Section 220 of the Delaware General Corporation Law (DGCL) comply with all statutory requirements. The recent decision of Martin Floreani et al. v. FloSports, Inc., C.A. No. 2023-0684-LM (Del. Ch. Oct. 31, 2024) underscores this…

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 Rostowsky v. Hirsch, C.A. No. 2022-0004-SG (Del. Ch. Oct. 15, 2024), the Delaware Court of Chancery addressed the ownership interest held by plaintiff, Ari Rostowsky, in a business he formed with the defendants, Laura Hirsch and Lisa True, even though he was not included as a member under the LLC operating agreement. The…

On August 30, 2024, the Delaware Court of Chancery in Campus Eye Management Holdings, LLC v. E. Bruce DiDonato, OD, C.A. 2024-0121-LWW (Del. Ch. August 30, 2024), affirmed an amendment to a limited liability company agreement (an “LLC Agreement”) that was adopted by merger, notwithstanding a different vote was required to adopt the amendment…