The JustPod: Volunteering for the Death Penalty: Our Discussion with Award-Winning Journalist Gianna Toboni and Her Debut Book About Scott Dozie
The JustPod: Elizabeth Kelly Discusses Representing People with Mental Disabilities
Sunday Book Review: March 23, 2025, The Hard-Boiled Edition
AGG Talks: Antitrust and White-Collar Crime Roundup - The Mar-a-Lago Trump Indictment
Corruption, Crime, and Compliance - A Deep Dive into KT Corp's SEC Settlement for FCPA Violations
Corruption, Crime & Compliance - Episode 208 - A Deep Dive into the WPP FCPA SEC Settlement
Litigation developments: fundamental shareholder rights.
Episode 119 -- The Ericsson FCPA Settlement
Podcast: Private Fund Regulatory Update – Network and Cloud Storage
Episode 155-Mara Senn on FCPA Investigations and the Decision to Self-Disclose
FCPA Compliance and Ethics Report-Episode 145-SEC Enforcement of the FCPA, Part II
FCPA Compliance and Ethics Report-Episode 142-Reflections on the Goodyear FCPA Enforcement Action
FCPA Compliance and Ethics Report-Episode 119-FCPA Year in Review, Part I
In a recent decision, Thomas J. Scaramellino v. Arencibia Holdco, LLC, the Delaware Court of Chancery refused to allow the unitholder of a Delaware LLC to access “informal” LLC books and records—email, text messages, Slack,...more
Garlington v. Two Rivers Farm, LLC, C.A. No. 2024-0917-BWD (Del. Ch. Apr. 7, 2025) - The Court of Chancery entered default judgment in a books and records action. The defendant limited liability company then appeared...more
California Court Recognizes LLC Member Lists as Trade Secrets in Recent Ruling - When an LLC member suspects the company is playing favorites with redemption requests, how much access should they have to the membership rolls...more
In Scaramellino v. Arencibia Holdco, LLC, Delaware’s Chancery Court recently approved a limited liability company’s narrow production in response to a broad books and records inspection demand, despite the petitioner’s...more
As discussed in Foley’s Corporate Governance Update last month, SB 21: Delaware Responds In The DExit Battle, the Delaware legislature has been moving quickly to ensure that Delaware remains the preeminent home of choice for...more
Some years ago, the question whether New York courts have subject matter jurisdiction over petitions to dissolve foreign business entities garnered much interest amongst business divorce lawyers and on this blog. The debate...more
Section 220 demands are a commonly used tool for stockholders to gain access to a company’s books and records. Although this provision of the Delaware General Corporation Law vests stockholders with a right of access thereto,...more
Welcome to this year’s Winter Case Notes where, amidst the arctic blast currently sweeping most of the nation, I offer shortish takes on several court decisions in recent business divorce cases. This year’s edition...more
The books and records demand often is the opening act in business divorce litigation. The relatively low burden that an owner must meet in order to obtain access to a company’s books and records, and the availability of an...more
Traditionally deployed to protect a corporation from its board’s imprudent investment or financial decision-making, in recent years shareholders have taken to bringing derivative actions on a corporation’s behalf for its...more
Document discovery plays an essential role in litigation. Litigants and courts rely on documentary exhibits, along with witness testimony about such exhibits, to create a trial record. As a result, courts expect that parties...more
I can’t say what the number is, but my own experience tells me that a significant percentage of lawsuits by a minority owner of a closely-held company against those in control of the company include a demand for an...more
For the second time in two years, the Connecticut Supreme Court has ventured into uncharted waters of LLC governance under the Revised Uniform LLC Act which, to date, has been adopted by 22 states and awaits legislative...more
Of late I’ve been ruminating on New York’s membership in the shrinking pool of states that don’t recognize oppression of an LLC minority member by the controlling members or managers as ground for judicial dissolution....more
Interview with Bob Ambrogi on This Week In Legal Blogging - Last week I had the pleasure of being interviewed for a live webcast by blogging pioneer, legal journalist, and LexBlog publisher and editor-in-chief Bob Ambrogi...more
The Comic Strip is the oldest stand-up comedy showcase club in New York City. Its co-founders Robert Wachs and Richard Tienken opened the club in 1975 on Manhattan’s Upper East Side....more
In the end, it wasn’t much of a fight. The case of Huggins v Scott, decided last month by Justice W. Franc Perry of the Manhattan Supreme Court, illustrates anew the well-nigh insurmountable hurdle faced by a minority...more
I’ve lost track of how many lawsuits I’ve seen between co-owners of New York City restaurants. It’s not surprising given the high percentage of restaurant failures in an intensely competitive market with high rents, high...more
In Durham v. Grapetree, LLC, Civil Action No. 2018-0174-SG (Del. Ch. January 31, 2019), the Delaware Court of Chancery granted in part and denied in part a suit to compel books and records under Section 18-305 of the Delaware...more
The litigation arsenal of business divorce lawyers contains weapons of varying firepower. The choice of weapon for any particular assignment will depend on many factors including the type and size of the business; whether the...more
A recent case out of the New York Commercial Division demonstrates that the remedy of an accounting can be confused with the right of a shareholder or LLC member to inspect books and records. ...more
Let’s face it. In business divorce, the accounting cause of action doesn’t get a lot of love. It’s not as sexy as the torts (conversion, breach of fiduciary duty, waste, etc). It lacks the oomph of judicial dissolution....more
In Re UnitedHealth Group Inc. Section 220 Litigation, C.A. 2017-0681-VCMR (February 28, 2018) - To obtain inspection rights from a Delaware corporation to investigate alleged wrongdoing, the petitioner needs some evidence...more
This top ten list summarizes significant decisions of the Delaware Supreme Court and the Delaware Court of Chancery over the past calendar year. Our criteria for selection are that the decision either changed the law in a...more
Stockholder books and records demands are investigatory tools that often are a prelude to litigation directed at corporate fiduciaries. In rejecting a stockholder books and records demand, the Delaware Court of Chancery...more