October 11, 2017 | Delaware Business Court Insider
Boards of Directors Should Be Aware of Potential Defense to Books and Records DemandA 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 ContestsOn 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 ScrutinyThe 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
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