JONES DAY TALKS®: Five Pillars of Series A Shareholder Rights: A Discussion for VC Investors
Litigation developments: fundamental shareholder rights.
JONES DAY TALKS®: ESG: The Opportunities and the Risks
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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
For many years, plaintiffs’ lawyers have used Section 220 requests to harass Delaware corporations. Typically, books and records demands are intrusive and annoying—and nothing more. However, in some cases, plaintiffs have...more
Section 220 of the Delaware General Corporation Law (“DGCL”) was recently amended by Delaware Senate Bill 21 to reflect the Delaware legislature’s efforts to continue to provide a business-friendly environment and preserve...more
Delaware has overhauled its framework for stockholder books and records inspection rights. Amendments to Delaware General Corporation Law (DGCL) §220, enacted on March 25, 2025,1 seek to address the concern that inspection...more
The Governor of Delaware has signed into law Senate Bill 21 (SB 21), which amends certain sections of the Delaware General Corporation Law (DGCL) governing controlling stockholder transactions under DGCL Section 144 and...more
In late March 2025, the Delaware General Assembly enacted, and Governor Matt Meyer signed, bipartisan legislation making significant amendments to the Delaware General Corporation Law (DGCL)....more
Stockholders of Delaware corporations for many years have had the right to examine stock ledgers, stockholder lists and “books and records” for a “proper purpose” under Section 220 of the Delaware General Corporation Law. ...more
Several recent decisions in Delaware courts have driven a variety of companies to publicly initiate actual or threatened reincorporation out of Delaware. After fallout from these cases and corporate actions, Delaware...more
On March 25, 2025, the Delaware Governor, Matthew Meyer, signed into law Senate Bill 21 (“SB 21”) which amends Sections 144 and 220 of the Delaware General Corporation Law (the “DGCL”). SB 21 codifies (a) the process to...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
Delaware Governor Matt Meyer signed into law substantive amendments to Section 220 of the Delaware General Corporation Law (Section 220), the statute that allows stockholders of corporations organized under Delaware law to...more
Last week, Delaware approved legislation overhauling the Delaware General Corporation Law (DGCL). As detailed below, the amendments to the DGCL ease certain restrictions applicable to “conflicted controller” transactions, and...more
On March 25, 2025, Delaware Gov. Matt Meyer signed into law significant amendments to §§ 144 and 220 the Delaware General Corporation Law (DGCL)....more
Delaware Governor Matt Meyer signed Senate Bill 21 into law on March 26 this year. Setting aside the polarized rhetoric that occasioned the Bill’s proposal and journey through the approval process, it is significant – and...more
Last week, the Delaware Governor signed a bill amending Section 144 of Delaware General Corporation Law (“DGCL”) to create a safe harbor from litigation for transactions between corporations and their controlling...more
On March 25, 2025, the Delaware Legislature enacted Senate Bill 21, significantly amending the Delaware General Corporation Law. Among its notable changes is an effort to narrow document production under Section 220, which...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
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
Under Texas law, a member of a limited liability company (LLC) or a qualifying shareholder of a corporation has the right to examine the company’s books and records, so long as there is a proper purpose. This right is...more
Corporate books and records demands are on the rise. And as the Delaware courts have made it easier for shareholders to demonstrate a proper purpose to seek inspection, corporations increasingly must defend these actions by...more
On June 3, 2022, the Delaware Court of Chancery dismissed the final two counts in an action against California biotech firm Vaxart, Inc., finding that plaintiffs failed to adequately allege that certain non-public information...more
A common complaint of a minority shareholder is the denial of access to the corporation’s books and records. A shareholder enjoys the right to examine and copy certain records of the corporation in which the shareholder owns...more
In this podcast episode, New York Hogan Lovells partner Ryan Philp and senior associate Allison Wuertz discuss litigation developments affecting fundamental shareholder rights, including Section 220 books and records demands,...more
Last week, the Delaware Supreme Court issued an important decision effectively broadening the scope of stockholder pre-litigation inspection rights. ...more
On August 13, 2020, the Delaware Court of Chancery held that stockholders’ rights to inspect the books and records of Delaware companies are exclusively governed by the Delaware inspection statute, 8 Del. C. § 220...more