Timing Is Everything: Section 220 Standing After a Merger Closes
On April 24, 2026, the Delaware Court of Chancery adopted a recommendation by the Magistrate in Chancery to dismiss an action to enforce a demand to inspect books and records under Delaware General Corporation Law (DGCL) Section 220 where the inspection demand was timely served by a record stockholder before the closing of a merger, but the action to enforce the demand was not filed until after the merger closed and the stockholder’s shares were cancelled. The stockholder lost standing upon the cancellation of the shares and was therefore unable to pursue an inspection demand action because the question of standing is measured as of the date the complaint is filed, not when the original inspection demand is made.
Inspection Rights, Internal Affairs, and Personal Jurisdiction: Orchid Global’s Procedural Lesson
In Orchid Global, Inc. v. Salamon, Vice Chancellor Will addressed an important procedural question left open by the Delaware Court of Chancery’s 2020 decision in JUUL Labs, Inc. v. Grove. In JUUL, the Court of Chancery held that, under the internal affairs doctrine, Delaware law governs the inspection rights of stockholders of Delaware corporations notwithstanding that California’s stockholder inspection statutes apply by their terms to some foreign corporations headquartered in California. (more…)
Facts, Not Labels: The Limits of Delaware Notice Pleading
In Caerus Group, LLC v. Chemicar Europe NV, No. 2025-0393-BWD, 2026 WL 668208 (Del. Ch. Mar. 10, 2026), the Delaware Court of Chancery issued a strong reminder that notice pleading does not mean no pleading. Vice Chancellor David dismissed claims arising out of a failed automotive-products joint venture because the pleadings substituted conclusions and speculations for facts and therefore could not pass muster under Rule 12(b)(6). Chemicar underscores that the Court of Chancery will closely scrutinize the level of factual detail provided in determining whether a complaint is viable or merely a conclusory grievance, particularly where standards like entire fairness, gross negligence, or knowing participation are in play. (more…)
Delaware Supreme Court Upholds Section 144 Safe Harbor Amendments
On February 27, 2026, in a unanimous 37-page opinion, the Delaware Supreme Court upheld the constitutionality of significant changes to the Delaware General Corporation Law (DGCL) enacted in March 2025 via Senate Bill 21 (SB 21). This decision permits Delaware corporations and their advisers to confidently rely on these amendments for transactions with interested fiduciaries (including controlling stockholders), thereby increasing transaction planning flexibility and certainty while decreasing litigation risk under Delaware law.
Delaware Adopts Significant Changes to Its General Corporation Law
On March 25, 2025, Delaware Gov. Matt Meyer signed into law significant changes to the Delaware General Corporation Law. These amendments provide greater clarity in a number of important areas that had been the subject of common law development, and they underscore Delaware’s commitment to deferring to the decisions of informed and disinterested directors and stockholders. They also reflect the Delaware legislature’s ability to respond promptly to judicial and market developments, which is one of many reasons Delaware has been the incorporation destination of choice for many years. (more…)
Court of Chancery: Section 220 Does Not Permit Stockholders to Act as “Inquisitors”
Amazon has become a target for plaintiffs’ lawyers, who seek to leverage regulatory inquiries as a basis to “investigate” potential wrongdoing at Amazon through Delaware Section 220 books and records demands. In Leung Revocable Trust U/A Dated 3/09/2018 v. Amazon, the Delaware Court of Chancery recently refused to “bless” one such demand, finding its “astoundingly broad” purpose to be improper.
You May Think You Are a Partner, But… Chancery Opinion Reaffirms That Any Agreement, Written or Oral, Must Include All Material Terms
In a recent decision by Vice Chancellor Glasscock of the Delaware Court of Chancery, Handler v. Centerview Partners Holdings, L.P., the Vice Chancellor considered whether a partnership agreement existed based on a purported oral agreement. The Court of Chancery’s decision provides useful guidance to practitioners and reaffirms that, while Delaware law permits oral agreements, including partnership agreements, that agreement must include all material, essential terms – an agreement to agree is insufficient.
Unfettered Does Not Mean Unlimited: Two New Delaware Decisions Shed Light on the Limitations of Inspection Rights
As this blog has highlighted, a number of judicial decisions on statutory demands to inspect books and records under Delaware’s Section 220 in recent years have emphasized the broad scope of types of materials to which courts will permit access, and the consequences faced by companies that have attempted to restrict access. Two recent Delaware Court of Chancery decisions provide a welcome reminder of the limitations on the scope of the inspection right. These cases are Jose Mellado, D.M.D. v. ACPDO Parent Inc. and Greenlight Capital Offshore Partners, LTD. v. Brighthouse Financial, Inc.
