Christopher B Chuff Joanna J Cline Douglas D Herrmann

Christopher B Chuff Joanna J Cline Douglas D Herrmann

October 11, 2017 | Delaware Business Court Insider

Boards of Directors Should Be Aware of Potential Defense to Books and Records Demand

A recent decision by the Delaware Court of Chancery, Mehta v. Kaazing, C.A. No. 2017-0087-JRS (Del. Ch. Sept. 29), confirms that stockholder demands to inspect corporate books and records based on the need to value a stockholder's shares may be validly denied if the stockholder is unable to demonstrate that it has a “present” need to value its shares. Indeed, as the court makes clear, simply reciting a proper purpose, such as valuing one's shares or investigating mismanagement, is not enough.

By Christopher B. Chuff, Joanna J. Cline, Douglas D. Herrmann and James H.S. Levine

3 minute read

June 01, 2016 | Delaware Business Court Insider

Situational and Structural Conflicts Inherent in Proxy Contests

On May 19, in Pell v. Kill, C.A. No. 12251-VCL, the Delaware Court of Chancery preliminarily enjoined certain directors of Cogentix Medical Inc. from completing a board reduction plan, under which such directors sought to reduce the size of the board from eight to five members.

By Christopher B. Chuff, Joanna J. Cline, Douglas D. Herrmann and James H.S. Levine

8 minute read

February 03, 2016 | Delaware Business Court Insider

Disclosure-Only Settlements Will Be Subject to Increasing Scrutiny

The Delaware Court of Chancery's Jan. 22 opinion in In re Trulia Shareholder Litigation, C.A. No. 10020-CB, follows the recent trend of judicial skepticism of disclosure-based settlements.

By Christopher B. Chuff, Joanna J. Cline, Douglas D. Herrmann, and James H.S. Levine

5 minute read