Under the DGCL, advancement and indemnification is only appropriate if the director or officer is defending a claim that exists “by reason of the fact that the person is or
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Delaware Chancery
Advancement Rights Distinguished from Indemnification
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The statutory right to advancement of directors and officers of a Delaware corporation under Section 145(e) of the Delaware General Corporation Law (“DGCL”) should not be confused with indemnification rights…
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Section 145 Advancement Rights May Not be Changed Retroactively After Advancement Sought
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A Delaware corporation may impose additional restrictions or conditions upon permissive advancement rights. However, a Delaware corporation’s board of directors may not change the terms of contractually mandatory advancement after…
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Confidentiality Agreements Discussed in Section 220 Demand Decision
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Often times, it is necessary for a stockholder to enter into a confidentiality agreement to view a corporation’s books and records. The Court of Chancery in Jefferson v. Dominion Holdings, …
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Scope of Section 220 Books and Records Demand Upon Close Corporation
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The 2014 decision of Jefferson v. Dominion Holdings, Inc., C.A. No. 8663-VCN (Del. Ch. Sept. 24, 2014) provides an excellent example of the scope of production allowable in a…
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Section 220 Inspection of Stocklist Materials
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Section 220 of the Delaware General Corporation Law (“DGCL”) provides a stockholder with the ability to inspect a corporation’s stocklist. Upon the prerequisites of the statute being met, the burden…
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The Importance of a Books and Records Inspection Clause in an LLC Operating Agreement
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A member of a Delaware limited liability company (“LLC”) may find it desirable to make a demand to inspect the books and records of the company. For example, a member…
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Expert Witness Must Be a “Biological Person”
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In appraisal actions, expert witnesses are often retained by parties and serve very important roles in the determination of the value of a company’s shares. We recently highlighted a decision…
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Chancery Grants Petition to Dissolve Corporation Pursuant to Section 273
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Under the Delaware General Corporation Law (the “DGCL”), 8 Del. C. § 273 provides the basis for the dissolution of a deadlocked “joint venture” corporation, meaning that there are two…
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Quadrant V. Vertin: Delaware Chancery Court’s Latest Twist On Directors’ Duties In Insolvency
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This post was originally published by David A. Jaffe, Esq. with the Emerging Companies Insider blog. To view the original post, click here.
As many practitioners know, the …
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