A recent magistrate’s order in Mendoza v. Distributed Creation, Inc. applied amended Section 220 to a books-and-records demand arising from a private company’s acquisition, adding to a small but growing body of decisions interpreting the 2025 amendments. The court determined that the stockholder established two proper purposes for the demand, but the stockholder nonetheless came away with little more than a current capitalization table and a narrow set of board-level materials, in addition to the financial statements voluntarily provided, because most of his requests were not necessary and essential to those two purposes. The order confirms that, under the amended statute, a record that would merely assist the stockholder’s analysis is not enough to compel production.
https://ma-litigation.sidley.com/wp-content/uploads/sites/3/2022/08/sidleyLogo-e1643922598198.png00Heather Benzmiller Sultanianhttps://ma-litigation.sidley.com/wp-content/uploads/sites/3/2022/08/sidleyLogo-e1643922598198.pngHeather Benzmiller Sultanian2026-11-05 10:59:062026-11-05 11:02:13Amended Section 220 Takes Shape: What Mendoza Adds to the Early Chancery Case Law
In a June 25, 2026 letter opinion in Albertsons Companies, Inc. v. The Kroger Co., Vice Chancellor Lori W. Will of the Delaware Court of Chancery provided useful guidance on how the court will construe a stipulated partial waiver of the attorney-client privilege—and, in particular, whether such a waiver reaches a law firm’s purely internal communications. The decision balances the text of the waiver against the practical realities facing a document reviewer who must draw the line between protected intra-firm deliberations and materials reflecting advice actually given to the client. The opinion is a helpful reminder both that the words of a privilege stipulation matter and that Delaware courts remain reluctant to expose lawyers’ uncommunicated brainstorming even when a party’s reliance on counsel is squarely at issue.
https://ma-litigation.sidley.com/wp-content/uploads/sites/3/2024/10/MN-24015-Enhanced-Scrutiny-Blog-Imagery-Refresh_11.jpg606833Alex J. Kaplanhttps://ma-litigation.sidley.com/wp-content/uploads/sites/3/2022/08/sidleyLogo-e1643922598198.pngAlex J. Kaplan2026-10-28 09:44:122026-10-28 09:44:12Court of Chancery Draws the Line on Privilege Waivers: Lawyers’ Internal Brainstorming Stays Protected
Advancement obligations can arise when a company asserts affirmative defenses or counterclaims in litigation with former officers and directors. In an August 10, 2026 report in Lipp v. Mixedbread AI, Inc. (which remains subject to final ruling from the Court of Chancery), Magistrate in Chancery David Hume IV considered whether a company can avoid those obligations by changing course after a former officer demands advancement. The report concluded that Mixedbread’s verified interrogatory responses, reinforced by representations in the advancement proceeding, ended advancement for three defenses even without a timely pleading amendment. Advancement was not terminated for a fourth defense because Mixedbread continued to rely on the former officer’s alleged failure to perform his chief technology officer role.
https://ma-litigation.sidley.com/wp-content/uploads/sites/3/2022/08/sidleyLogo-e1643922598198.png00Elizabeth Y. Austinhttps://ma-litigation.sidley.com/wp-content/uploads/sites/3/2022/08/sidleyLogo-e1643922598198.pngElizabeth Y. Austin2026-10-23 10:34:092026-10-23 10:35:13Lipp v. Mixedbread AI Addresses How a Company Can End an Advancement Obligation
Corporate titles have proliferated. Delaware’s officer-consent statute has not. In Altigen Communications, Inc. v. Day, C.A. No. 2025-1298-JTL (Del. Ch. Aug. 21, 2026), Vice Chancellor J. Travis Laster held that the Delaware Court of Chancery lacked personal jurisdiction over a Utah-based chief strategy officer accused of breaching his fiduciary duties. While Delaware’s Officer Consent Statute, 10 Del. C. § 3114(b), can reach an executive whose title differs from the senior-officer roles listed in the statute—“president, chief executive officer, chief operating officer, chief financial officer, chief legal officer, controller, treasure or chief accounting officer”—that extended reach will occur only where the executive’s responsibilities functionally equate to or significantly overlap with one of those roles. Altigen’s allegations established that the defendant, Ryan Day, was a senior executive with operational responsibilities, but they did not establish that he functioned as the company’s president, chief executive officer, chief operating officer, or another officer covered by the statute.
https://ma-litigation.sidley.com/wp-content/uploads/sites/3/2025/05/MN-24015-Enhanced-Scrutiny-Blog-Imagery-Refresh_3.jpg606833Elizabeth Y. Austinhttps://ma-litigation.sidley.com/wp-content/uploads/sites/3/2022/08/sidleyLogo-e1643922598198.pngElizabeth Y. Austin2026-10-14 09:56:202026-10-14 09:56:20The C-Suite Is Not a Jurisdictional Catchall: Court of Chancery Clarifies Delaware’s Officer-Consent Statute
M&A agreements routinely send disputes over earnouts and purchase-price adjustments to an independent accountant, and, as this blog has discussed before, the parties then fight over how much the accountant can decide. Earlier this year, in Fortis Advisors, LLC v. Stillfront Midco AB, 361 A.3d 43 (Del. 2026), the Delaware Supreme Court affirmed an order compelling a seller to bring its covenant and information-rights claims before an accountant that the merger agreement designated as an “Arbitrator.” See our coverage of that decision here.
https://ma-litigation.sidley.com/wp-content/uploads/sites/3/2022/08/sidleyLogo-e1643922598198.png00Robert S. Velevishttps://ma-litigation.sidley.com/wp-content/uploads/sites/3/2022/08/sidleyLogo-e1643922598198.pngRobert S. Velevis2026-10-08 15:01:052026-10-08 15:01:05Still Experts After Stillfront: Two Chancery Decisions Confine Independent Accountants to Accounting Disputes
A July 1, 2026 order from the Delaware Court of Chancery provides another insight into the risks of using generative artificial intelligence (“GenAI”) without adequate human review, and highlights the court’s increased focus on organizational controls governing AI use. Although Leiske v. Kidd concerned litigation conduct and the duties of attorneys and law firms rather than directors’ fiduciary duties or corporate AI governance, the order suggests a growing judicial focus on not only individual misuse of AI, but also on the processes, controls, and oversight surrounding how AI is deployed within an organization. That focus reflects themes discussed in our May 2026 post, which examined SDNY’s inquiry into organizational questions arising from the use of ChatGPT in government decision-making.
https://ma-litigation.sidley.com/wp-content/uploads/sites/3/2023/05/MN-18360_Updated-Enhanced-Scrutiny-Blog-imagery_833x606_32.jpg606833Jaime A. Bartletthttps://ma-litigation.sidley.com/wp-content/uploads/sites/3/2022/08/sidleyLogo-e1643922598198.pngJaime A. Bartlett2026-09-24 11:15:282026-09-24 11:15:28How to Win and Still Lose: Delaware Court of Chancery’s Expanding Focus From Individual AI Misuse to Organizational Governance
You join a virtual meeting and a banner appears: The meeting is being transcribed by AI. You scan the attendees, glance at the agenda, and run a quick risk-benefit analysis. Who turned it on? Should I say something? Will someone else? Has everyone consented? Will the transcript be accurate and secure? And is there a risk if the AI transcript and the meeting minutes differ?
https://ma-litigation.sidley.com/wp-content/uploads/sites/3/2022/08/sidleyLogo-e1643922598198.png00David A. Gordonhttps://ma-litigation.sidley.com/wp-content/uploads/sites/3/2022/08/sidleyLogo-e1643922598198.pngDavid A. Gordon2026-09-17 14:10:472026-09-17 14:11:42When the Meeting Minutes and the AI Transcript Don’t Match: Litigation Insights from Delaware Chancery
Amended Section 220 Takes Shape: What Mendoza Adds to the Early Chancery Case Law
A recent magistrate’s order in Mendoza v. Distributed Creation, Inc. applied amended Section 220 to a books-and-records demand arising from a private company’s acquisition, adding to a small but growing body of decisions interpreting the 2025 amendments. The court determined that the stockholder established two proper purposes for the demand, but the stockholder nonetheless came away with little more than a current capitalization table and a narrow set of board-level materials, in addition to the financial statements voluntarily provided, because most of his requests were not necessary and essential to those two purposes. The order confirms that, under the amended statute, a record that would merely assist the stockholder’s analysis is not enough to compel production.
(more…)
Heather Benzmiller Sultanian
Chicago
hsultanian@sidley.com
Court of Chancery Draws the Line on Privilege Waivers: Lawyers’ Internal Brainstorming Stays Protected
In a June 25, 2026 letter opinion in Albertsons Companies, Inc. v. The Kroger Co., Vice Chancellor Lori W. Will of the Delaware Court of Chancery provided useful guidance on how the court will construe a stipulated partial waiver of the attorney-client privilege—and, in particular, whether such a waiver reaches a law firm’s purely internal communications. The decision balances the text of the waiver against the practical realities facing a document reviewer who must draw the line between protected intra-firm deliberations and materials reflecting advice actually given to the client. The opinion is a helpful reminder both that the words of a privilege stipulation matter and that Delaware courts remain reluctant to expose lawyers’ uncommunicated brainstorming even when a party’s reliance on counsel is squarely at issue.
(more…)
Alex J. Kaplan
New York
akaplan@sidley.com
Katherine M. Surma
Chicago
ksurma@sidley.com
Lipp v. Mixedbread AI Addresses How a Company Can End an Advancement Obligation
Advancement obligations can arise when a company asserts affirmative defenses or counterclaims in litigation with former officers and directors. In an August 10, 2026 report in Lipp v. Mixedbread AI, Inc. (which remains subject to final ruling from the Court of Chancery), Magistrate in Chancery David Hume IV considered whether a company can avoid those obligations by changing course after a former officer demands advancement. The report concluded that Mixedbread’s verified interrogatory responses, reinforced by representations in the advancement proceeding, ended advancement for three defenses even without a timely pleading amendment. Advancement was not terminated for a fourth defense because Mixedbread continued to rely on the former officer’s alleged failure to perform his chief technology officer role.
(more…)
Elizabeth Y. Austin
Chicago
laustin@sidley.com
Ryan D. Fane
Chicago
rfane@sidley.com
The C-Suite Is Not a Jurisdictional Catchall: Court of Chancery Clarifies Delaware’s Officer-Consent Statute
Corporate titles have proliferated. Delaware’s officer-consent statute has not. In Altigen Communications, Inc. v. Day, C.A. No. 2025-1298-JTL (Del. Ch. Aug. 21, 2026), Vice Chancellor J. Travis Laster held that the Delaware Court of Chancery lacked personal jurisdiction over a Utah-based chief strategy officer accused of breaching his fiduciary duties. While Delaware’s Officer Consent Statute, 10 Del. C. § 3114(b), can reach an executive whose title differs from the senior-officer roles listed in the statute—“president, chief executive officer, chief operating officer, chief financial officer, chief legal officer, controller, treasure or chief accounting officer”—that extended reach will occur only where the executive’s responsibilities functionally equate to or significantly overlap with one of those roles. Altigen’s allegations established that the defendant, Ryan Day, was a senior executive with operational responsibilities, but they did not establish that he functioned as the company’s president, chief executive officer, chief operating officer, or another officer covered by the statute.
(more…)
Elizabeth Y. Austin
Chicago
laustin@sidley.com
Gina R. Bohannon
Chicago
gbohannon@sidley.com
Still Experts After Stillfront: Two Chancery Decisions Confine Independent Accountants to Accounting Disputes
M&A agreements routinely send disputes over earnouts and purchase-price adjustments to an independent accountant, and, as this blog has discussed before, the parties then fight over how much the accountant can decide. Earlier this year, in Fortis Advisors, LLC v. Stillfront Midco AB, 361 A.3d 43 (Del. 2026), the Delaware Supreme Court affirmed an order compelling a seller to bring its covenant and information-rights claims before an accountant that the merger agreement designated as an “Arbitrator.” See our coverage of that decision here.
(more…)
Robert S. Velevis
Dallas
rvelevis@sidley.com
Chaddy Georges
San Francisco
cgeorges@sidley.com
How to Win and Still Lose: Delaware Court of Chancery’s Expanding Focus From Individual AI Misuse to Organizational Governance
A July 1, 2026 order from the Delaware Court of Chancery provides another insight into the risks of using generative artificial intelligence (“GenAI”) without adequate human review, and highlights the court’s increased focus on organizational controls governing AI use. Although Leiske v. Kidd concerned litigation conduct and the duties of attorneys and law firms rather than directors’ fiduciary duties or corporate AI governance, the order suggests a growing judicial focus on not only individual misuse of AI, but also on the processes, controls, and oversight surrounding how AI is deployed within an organization. That focus reflects themes discussed in our May 2026 post, which examined SDNY’s inquiry into organizational questions arising from the use of ChatGPT in government decision-making.
(more…)
Jaime A. Bartlett
San Francisco
jbartlett@sidley.com
Asher J. Zlotnik
New York
asher.zlotnik@sidley.com
When the Meeting Minutes and the AI Transcript Don’t Match: Litigation Insights from Delaware Chancery
You join a virtual meeting and a banner appears: The meeting is being transcribed by AI. You scan the attendees, glance at the agenda, and run a quick risk-benefit analysis. Who turned it on? Should I say something? Will someone else? Has everyone consented? Will the transcript be accurate and secure? And is there a risk if the AI transcript and the meeting minutes differ?
(more…)
David A. Gordon
Chicago
dgordon@sidley.com
Holly J. Gregory
New York
holly.gregory@sidley.com
Takayuki Ono
Chicago, Tokyo
tono@sidley.com
Matt S. Jackson
Chicago
matthew.jackson@sidley.com
Ryan E. Parker
Chicago
ryan.parker@sidley.com
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