Richard L. Renck – Duane Morris Delaware Business Law

August 17, 2026August 17, 2026 by Richard L. Renck

Another “Minute About Minutes”

On August 6, 2026, Delaware’s Court of Chancery issued two opinions providing additional context for important issues surrounding corporate minutes.

The first, City of Pontiac Police and Fire Retirement Sys., et al. v. Dayforce, Inc., C.A. No. 2026-0073-LM, addressed corporate minutes in the context of an action by stockholders seeking to enforce their statutory rights to inspect the books and records of the corporation as provided in Section 220 of the DGCL. In that case, the Magistrate in Chancery found that the trial record established a credible basis to investigate the board’s deliberative process in connection with a merger transaction. The court made that finding after identifying several instances where: (a) the merger’s proxy statement’s discussion of the merger negotiations differed from what was discussed in the board minutes; and (b) where there appeared to be executive sessions during meetings without separately memorialized minutes. The stockholders claimed that these alleged shortcomings in the minutes justified an order that they be allowed, under Section 220(g), to inspect informal board materials to attempt to fill the asserted gaps in the formal board minutes. Despite older precedent that would have indicated that such findings might warrant an inspection of informal board materials, the 2025 amendments to Section 220 requires that stockholders prove such materials are necessary for their stated purposes by clear and convincing evidence. The court found that standard had not been met.

The second opinion, NCP US Terminals LP v. Odfjell Terminals US Holdings, LLC, illustrates how the Court of Chancery will often use corporate minutes (and other board materials like agendas and slide decks) to flesh out gaps in trial testimony or otherwise use them to harmonize the testimonial and documentary trial record. In this instance, the Chancellor referred to the agenda, board presentation, and minutes to address discrepancies in the live testimony of the board members about whether certain matters were discussed at a meeting. For instance, noting that the matter at issue was specifically noted on the agenda and that the slide deck provided to the board had a slide addressing the issue, the court found that the preponderance of the evidence showed that the matter was discussed because “it [was] unlikely that the Board skipped an entire section” and “the meeting was not rushed” because it “lasted two days.”

The two opinions provide additional tips for the preparation of corporate board materials, including meeting minutes:

To the extent your board is considering matters that will later require a stockholder vote, ensure that the minutes are sufficiently detailed to support the later drafting of a proxy statement. In the not-so-distant past, material discrepancies between the two was the “open sesame” for stockholders to demand the inspection of informal board materials in Section 220 litigation. While the heightened standards of the revised Section 220 blocked that result here, best practices would still be to be mindful that the minutes adequately cover material matters that will likely need to be disclosed to the stockholders in a proxy statement.
Think of your entire package of board materials, the agenda, any board books, and the minutes of the meeting as materials that might someday be evidence in litigation where the board may need to convince a fact finder that it acted loyally and with due care on certain matters before it. The Court of Chancery notes things like how long it appears (from the minutes) that certain matters were discussed and in what level of detail. Make sure your minutes reflect the relative importance of the matters under discussion. For instance, the minutes should not have a very robust discussion of something somewhat mundane (like whether to serve one brand of soda or another in the cafeteria) but a relatively miserly discussion of the merger transaction being considered.

August 10, 2026August 10, 2026 by Richard L. Renck

Arbitrating Internal Affairs Disputes: Two New Chancery Opinions Chart the Path Under DGCL § 122(18)

Two recent Delaware Court of Chancery opinions—Mayya v. Lee (C.A. No. 2023-0382-NAC, July 27, 2026) and The Special Committee of Iridium Industries, Inc. v. Sassouni (C.A. No. 2025-1488-NAC, Aug. 5, 2026)—offer critical guidance for transactional practitioners seeking to route internal corporate governance disputes to arbitration via stockholder agreements. These two opinions follow closely on the heels of an April 2026 opinion from the same court addressing these matters, which this blog discussed here.

The Legislative Evolution of Section 122(18)

Before August 2024, Delaware law firmly held that fiduciary duty and other internal affairs claims were “status-based” and arose independent of any contract. Under the Delaware Supreme Court’s Parfi Holding framework, and in subsequent application of that framework, corporations wishing to route internal affairs claims to a particular forum could only do so through charter or bylaw provisions compliant with DGCL § 115. A provision in a stockholder agreement or other contract simply “would not do the trick.”

The General Assembly abrogated that precedent by enacting Senate Bill 313, effective August 1, 2024, which added § 122(18) to the DGCL. This provision authorizes Delaware corporations and their stockholders to agree—through stockholder agreements covered by the statute—to route claims implicating the corporation’s internal affairs to non-Delaware fora, including arbitration. As Vice Chancellor Cook explained in Mayya, “Section 122(18) takes a different approach” by “authoriz[ing] stockholder agreements that route internal affairs claims related thereto exclusively to a non-Delaware forum.”

Two Cases, Two Outcomes

In Mayya v. Lee, the Court denied a motion to compel arbitration of fiduciary duty claims arising from a controlling stockholder’s alleged self-dealing. The reason was temporal: this action commenced in March 2023—over a year before § 122(18) took effect. Because the statute expressly provides it “shall not apply to or affect any civil action or proceeding completed or pending on or before” its effective date, the pre-122(18) regime controlled, and, therefore, the parties lacked authority to agree in advance to arbitrate those fiduciary claims via its stockholder agreements.

By contrast, in Iridium Industries, decided just nine days later, the same Vice Chancellor granted a motion to stay proceedings pending arbitration. There, a longstanding stockholder agreement from 1998 contained a broad arbitration clause covering “any claim or controversy” pertaining to the company. Because no statutory temporal bar applied, the Court held that § 122(18) “statutorily abrogated the Independent-Source Principle” as to stockholder agreements, meaning the arbitration clause would be enforced according to its terms—even for claims implicating the board’s authority under § 141(a).

Practical Takeaways

These opinions confirm that stockholder agreements are now a powerful vehicle for directing governance disputes away from public, often-lengthy, and usually very expensive open-court litigation in state or federal courts. Thus, practitioners structuring investments, joint ventures, or closely held company arrangements should consider these lessons where a smaller stockholder base makes it both desirable and feasible:

Draft broad arbitration clauses in stockholder agreements. The Iridium court enforced a clause covering “any claim or controversy . . . arising out of or pertaining to” the company. Broad language, paired with incorporation of institutional rules empowering arbitrators to decide their own jurisdiction, maximizes enforceability.
Ensure the agreement qualifies under § 122(18). The statute applies to stockholder agreements—not all contracts. Practitioners should confirm compliance with the statute’s requirements.
Consider the Delaware Rapid Arbitration Act (DRAA). The DRAA offers a best-of-both-worlds solution: arbitration that is private, faster, and less expensive than traditional litigation, and could be conducted by retired Delaware jurists justices who bring deep expertise in corporate law. For parties who value the predictability and sophistication of Delaware jurisprudence but prefer the efficiency and confidentiality of arbitration, designating the DRAA as the governing framework in a stockholder agreement’s arbitration clause may be an ideal option. This blog has discussed the DRAA here, and here.
Mind the temporal limitation. As Mayya demonstrates, § 122(18) does not apply to proceedings pending before its August 1, 2024 effective date—regardless of subsequent amendments to the complaint or substitution of parties.

August 4, 2026August 4, 2026 by Richard L. Renck

Precision in Drafting–Recitals are Not Substantive Terms, and “Value” Must Mean What You Intend

A recent Delaware Court of Chancery opinion, Feeney Brothers Excavation Trust v. Artera Services Holdco, LLC, C.A. No. 2025-0558-PAW (Del. Ch. July 31, 2026), offers a sharp reminder to transactional practitioners about the limits of recitals and the critical importance of defining consideration with precision–particularly where elements of that consideration may not have a static valuation.

Recitals Cannot Impose Substantive Obligations

In Feeney Brothers, plaintiffs sold their business interests in exchange for cash and rollover equity. When the equity proved to be worth far less than expected, plaintiffs claimed breach of contract, arguing that the Rollover Agreement’s recital definitions—which referenced units with “an aggregate value of $30,000,000” and “each Feeder Common Unit having a value of $160.00″—constituted a guaranty of actual value.

The Court dismissed this theory. Citing established Delaware law, the Court reiterated that “recitals are not a necessary part of a contract and can only be used to explain some apparent doubt with respect to the intended meaning of the operative or granting part of the instrument.” Recitals may define terms and provide background, but they may “not establish a substantive obligation.” Critically, where recitals are inconsistent with operative provisions, the latter controls.

Here, the recitals served a permissible function—identifying which units were being transferred. But the Court refused to transform recital language into a representation, warranty, or guaranty of intrinsic value, particularly where the operative provisions and the contract’s representations-and-warranties section told a different story.

Define Consideration with Precision

The Court’s analysis also exposed the consequences of imprecise valuation language. The Rollover Agreement never used the terms “actual value” or “intrinsic value.” Rather, its operative provisions stated that Feeney Trust “will be deemed to have made a capital contribution to Artera in an amount equal to the Rollover Amount”—language suggesting a notional or accounting value for purposes of calculating ownership, not a guaranty of market worth.

The Court concluded that plaintiffs “did not bargain to receive a certain dollar amount but to receive a specific number of units, which defendants provided.” Had the sellers desired a guaranteed cash value, the Court observed, “they could have accepted an offer for just that.” The parties’ failure to distinguish clearly between a “deemed” value and an “actual” or guaranteed value left the sellers without a contractual remedy when the equity declined by over 99%.

Practical Takeaways

For practitioners drafting transactional documents for Delaware entities:

Do not rely on recitals to do the work of operative provisions. If a term, obligation, or guaranty is material to your client, place it squarely within the body of the agreement—in the covenants, representations and warranties, or indemnification provisions.
Define “value” explicitly. When consideration includes equity or non-cash assets, the value of which may fluctuate, specify whether value references are notional (for accounting or ownership calculation purposes) or represent a guaranty of intrinsic worth. Ambiguity here may be construed against the party seeking enforcement.
Distinguish “deemed” from “actual.” If your client requires that rollover equity have a minimum intrinsic value, negotiate for express representations, price-adjustment mechanisms, or put rights—do not assume that a stated per-unit figure in the recitals will serve as a floor.
Pair recital definitions with operative protections. Where recitals define key economic terms, ensure the operative sections cross-reference and enforce them with binding obligations, not merely descriptive shorthand.

Feeney Brothers is a cautionary tale. Sophisticated parties who leave material economic protections in the recitals—or who fail to define the consideration with precision—may find themselves without a remedy when floating-value consideration turns out to be worth less than expected at the time of contracting.

July 23, 2026July 23, 2026 by Richard L. Renck

Court of Chancery Provides First Interpretation of DGCL Section 144(d)(2)’s Heightened Director Independence Standard

On June 15, 2026, Vice Chancellor Will issued an opinion in Ayers v. Foley, et al. (C.A. No. 2025-0650-LWW) that marks the first judicial interpretation of the director independence provisions added to Section 144 of the Delaware General Corporation Law in 2025. For practitioners, the decision offers important guidance on how the Court of Chancery will apply the statute’s heightened presumption of disinterestedness when a board’s independence determinations are challenged—especially for directors of corporations whose shares are traded on a national exchange.

The 2025 Amendments to Section 144 and the New Independence Framework

The 2025 amendments to Section 144 were designed to strengthen the protections afforded to directors of Delaware corporations, particularly those whose shares are publicly traded. Under new Section 144(d)(2), any director of a corporation with a class of stock listed on a national securities exchange is “presumed to be a disinterested director with respect to an act or transaction to which such director is not a party” if the board has determined that the director satisfies the applicable exchange’s independence standards. This presumption is expressly described as “heightened” and “may only be rebutted by substantial and particularized facts” demonstrating that the director has a “material interest” in the transaction or a “material relationship” with a person who does.

Ayers is the first case to interpret these provisions. The court addressed a threshold question: does Section 144(d)(2) apply only within Section 144’s safe harbors, or does it extend to other contexts such as demand futility under Court of Chancery Rule 23.1? Vice Chancellor Will held that the statute’s reach is broad. The court reasoned that where the General Assembly intended a provision of Section 144 to apply only to specific paragraphs, it said so expressly—as it did in paragraph (d)(7) and subsection (e). The absence of similar limiting language in (d)(2) reflects a deliberate legislative choice. The heightened presumption therefore applies when courts assess director disinterestedness for demand futility purposes as well.

The Standard for Director Independence Under Section 144(d)(2)

The court’s analysis of what “substantial and particularized facts” means under the statute offers a useful roadmap. While Rule 23.1 has long required “particularized” facts to rebut the presumption of director independence, Section 144(d)(2) adds the modifier “substantial.” The court interpreted “substantial” in its qualitative sense—meaning “important, essential, and material; of real worth and importance”—rather than merely quantitative. Accordingly, a plaintiff must plead specific, non-conclusory facts of sufficient qualitative significance to support a reasonable inference of a material interest or relationship that would impair a director’s objective judgment. Volume alone cannot substitute for materiality; a collection of trivial facts will not satisfy the standard simply by force of accumulation.

The court also looked to the statutory definitions provided in the 2025 amendments themselves. Section 144(e)(7) defines “material interest,” and Section 144(e)(8) defines “material relationship” as a “familial, financial, professional, employment, or other relationship” that “would reasonably be expected to impair the objectivity of the director’s judgment when participating in the negotiation, authorization, or approval of the act or transaction at issue.” Importantly, the court emphasized that this inquiry is holistic: it reviews the pleaded facts “in their totality and not in isolation from each other,” assessing whether the director “had ties to the person whose proposal or actions he or she is evaluating that are sufficiently substantial” such that the director “could not objectively discharge his or her fiduciary duties.” At the same time, the court cautioned that volume alone cannot substitute for materiality—a collection of trivial facts will not satisfy the standard simply by force of accumulation. And “consistent with [the] predicate materiality requirement, the existence of some financial ties between the interested party and the director, without more, is not disqualifying.” The upshot is a standard that looks to the qualitative weight and character of the relationship, not merely its existence or the number of connections a plaintiff can identify.

Applying the Standard: What Fell Short

In applying this framework, the court found that the plaintiff’s allegations regarding three challenged directors did not meet the heightened standard. The plaintiff alleged overlapping board service with the interested party across multiple affiliated companies and co-investments in professional sports franchises. The court held these allegations insufficient for several reasons. Overlapping board service, standing alone, does not compromise independence. The co-investments were characterized in incorporated documents as “small non-voting minority interests,” and the plaintiff failed to allege that the investments gave the interested party authority over the challenged directors or created a “bias-producing” relationship. Aggregated board fees over a ten-year period were insufficient without particularized facts explaining why those fees were personally material to the individual directors. And the plaintiff’s characterization of sports-team co-ownership as an “exceedingly rare and prestigious opportunity” was dismissed as broad conjecture that does not alter the independence inquiry compared to any other private venture.

Practical Takeaways for Practitioners

Document independence determinations carefully. Section 144(d)(2)’s heightened presumption is triggered by the board’s own determination that a director satisfies exchange independence criteria. General counsel should ensure that independence assessments are conducted rigorously and reflected in proxy statements and board minutes, as these records may be dispositive in future litigation.
Understand the elevated pleading burden. The “substantial and particularized facts” standard is qualitatively more demanding than Rule 23.1 alone. Directors of listed companies who are not parties to the challenged transaction now benefit from significant protection—but only if the board has made the threshold independence determination.
Distinguish between interested and disinterested transactions. The opinion draws a critical line between conflicted transactions approved by disinterested committees (which benefit from Section 144’s safe harbors) and self-compensation decisions (which remain subject to entire fairness review). Delegating approval of related-party transactions to a properly constituted committee remains a best practice.
Materiality is the touchstone. The court will examine whether alleged relationships are sufficiently material to impair objectivity—not merely whether they exist. Overlapping board service, routine co-investments, and financial ties that are not shown to be personally material to the individual director will not suffice.

July 21, 2026July 22, 2026 by Richard L. Renck

When Is a Founder a Director? Delaware Court of Chancery Highlights the Line Between Officer Authority and Board Membership

A recent ruling from the Delaware Court of Chancery offers important guidance on the distinction between officer-level authority and board membership—and on when an equity interest survives termination. In Tchernavskikh v. Accetturo, C.A. No. 2025-1284-LM (Del. Ch. July 20, 2026), Magistrate in Chancery Loren Mitchell addressed a motion to dismiss in a dispute between the co-founders of FilmPort, Inc., an AI film production company. The opinion’s treatment of director status and stockholder status provides practical lessons for general counsel of Delaware entities.

Director Status: Operational Authority Is Not Board Authority

The plaintiff, FilmPort’s former CTO and later CEO, alleged she had been given a seat on FilmPort’s board through an oral agreement with the company’s sole director. The Court rejected this claim, finding the complaint did not adequately plead either de jure or de facto director status.

The Court examined whether the company held the plaintiff out as a director, whether she acted as a director with the company’s knowledge, whether she was formally invited to join the board, whether she accepted, whether the appointment was publicly announced, and whether she attended board meetings. The Court found that while the plaintiff was described as a “co-founder” and “CEO”—titles reflecting substantial operational leadership—she was never identified as a director. Critically, there was no allegation of a formal vote to expand the board or appoint her, no participation in board deliberations, no execution of board consents, and no exercise of powers reserved to the board under Delaware law. The Court emphasized that officers may exercise substantial operational control without simultaneously serving as directors.

Stockholder Status: Derivative Standing Survives

While the plaintiff failed to establish director status, she succeeded in pleading continuous stock ownership sufficient for derivative standing. The plaintiff alleged that her original 30% equity interest predated and existed independently of the Restricted Stock Purchase Agreement (RSPA), which governed only the additional 20% equity she received later. Because the RSPA’s repurchase option applied only to shares subject to that agreement, the Court found it reasonably conceivable that her original equity survived her termination. The Court held that resolving the competing interpretations of the RSPA presented a factual question inappropriate for dismissal.

Practical Takeaways for Practitioners

Document board appointments with formality. Oral agreements to grant board seats are insufficient. Ensure director appointments are evidenced by board resolutions, bylaw amendments expanding the board, and formal acceptance.
Distinguish officer roles from board roles in corporate communications. Describing someone as “CEO” or “co-founder” does not create director status, but ambiguous communications can invite litigation. Use precise titles in internal and external correspondence.
Ensure stock agreements clearly define the shares they govern. Ambiguity about whether a repurchase agreement covers all of a holder’s equity—or only a portion—can preserve standing and expose the company to derivative claims even after termination. Draft RSPAs and similar agreements to expressly identify the universe of shares subject to their terms.

January 2, 2026January 15, 2026 by Richard L. Renck

DGCL Section 220: How to Satisfy the “Form and Manner” Requirements for Making a Demand for Inspection of Corporate Records

The Supreme Court of Delaware recently issued a decision reiterating the rigidity of the relatively few “form and manner” requirements that Section 220 places on stockholders seeking to inspect corporate books and records. That decision, and its import, is described in my recent article in the Delaware Business Court Insider, linked here.

Duane Morris’ legal team in Delaware is experienced in advising both stockholders making such demands, and corporate teams responding to books and records demands. We’d appreciate the opportunity to assist you or your clients if you find yourself on either the “making” or the “receiving” end of a Section 220 demand to inspect corporate records.

October 27, 2025October 27, 2025 by Richard L. Renck

Delaware Rapid Arbitration Act–The Constitutional Question

As noted in last week’s post, the Delaware Rapid Arbitration Act (DRAA), enacted in 2015, replaced an earlier judicial arbitration procedure that was declared unconstitutional for violating public access rights to courts. In 2009, the Delaware General Assembly and the Court of Chancery acted to implement voluntary arbitration rules for business disputes in a move to add a sophisticated, dispute-resolution product that was available to entities that had joined the Delaware franchise. But this procedure was struck down as unconstitutional by the Third Circuit Court of Appeals in Delaware Coalition for Open Government v. Strine because the court found that such arbitrations essentially functioned as civil bench trials conducted by taxpayer-paid judges in taxpayer-funded courthouses, which triggered First Amendment public access rights. The current version of the DRAA avoided these constitutional problems by using private arbitrators in private venues, maintaining the confidentiality of traditional arbitration while providing expedited business dispute resolution within 120-days and.

The Unconstitutional Predecessor: 2010 Judicial Arbitration Procedure

In January 2010, the Delaware Court of Chancery issued an order adopting new voluntary arbitration rules for business disputes involving claims solely for monetary damages. This procedure was designed to provide faster resolution of business disputes while maintaining judicial oversight. To that end, the 2010 procedures would have used members of the Court of Chancery to conduct private arbitrations between parties that would likely be conducted in the courthouses of Delaware. This procedure, however, turned out to be foundationally flawed because it blurred the line between public judicial proceedings and private arbitrations. The Third Circuit Court of Appeals declared this judicial arbitration procedure unconstitutional in Delaware Coalition for Open Government v. Strine. The court applied the Supreme Court’s experience and logic test to determine whether the First Amendment required public access to these proceedings. Under the experience prong, the court found that civil trials had historically been open to the press and general public while arbitrations had historically been private in nature. Thus, the court held that “[t]aking the private nature of many arbitrations into account, the history of civil trials and arbitrations demonstrates a strong tradition of openness for proceedings like Delaware’s government-sponsored arbitrations. Under the logic prong, the court determined that public access would ensure accountability of litigants, lawyers, and judges, and allow the public to maintain faith in the Delaware judicial system. Because the proposed arbitration proceedings would function essentially as civil bench trials to which there is a qualified right of public access under the First Amendment, the new statute and rules foundered on the rocks of the U.S. Constitution. The procedures violated the First Amendment because they attempted to maintain arbitration’s private nature while using the judicial system’s infrastructure and personnel, thus creating an irreconcilable conflict with constitutional requirements for public access to court proceedings.

The Delaware Rapid Arbitration Act: Constitutional Solution

In 2015, the Delaware General Assembly enacted the Delaware Rapid Arbitration Act in a second effort to provide Delaware-chartered entities with a rapid (and confidential) arbitration option. The DRAA was specifically designed to avoid the constitutional problems that doomed the 2010 judicial arbitration procedure. It did so by using private arbitrators conducting arbitrations in private facilities. Thus, the proceedings under the DRAA would be private and confidential, as with other private arbitrations, but if a challenge is filed with the Delaware Supreme Court, the proceedings would be treated as a typical appeal and subject to the court’s public’s right of access rules.

Since its enactment in 2015, the DRAA has not faced constitutional challenges. The DRAA’s use of private arbitrators in private venues, combined with its limitation of public access to Supreme Court appeals only, successfully addressed the First Amendment concerns that invalidated the earlier judicial arbitration procedure. The constitutional success of the DRAA demonstrates how Delaware learned from the failure of its 2010 judicial arbitration experiment. By maintaining clear boundaries between public judicial proceedings and private arbitration, the DRAA provides the expedited business dispute resolution Delaware sought while respecting constitutional requirements for court access.

Next week, we’ll take a look at some of the key features of the DRAA, so stay tuned!

October 20, 2025October 20, 2025 by Richard L. Renck

Delaware Rapid Arbitration Act–After a Decade, Has Its Day Arrived?

In 2015, Delaware adopted a new statute, the Delaware Rapid Arbitration Act (the “DRAA”), designed to address an identified need of parties for a very rapid and streamlined way to address disputes confidentially and outside the four walls of a courtroom. This new statue replaced an earlier statutory scheme that would have used sitting jurists of Delaware’s famed Court of Chancery as decisionmakers in private arbitrations because that statute was found to violate the constitutionally-protected access of the state’s citizens to “open courts.”

Over the course of the next few weeks, we’ll explore in this blog the history behind the DRAA, its key features, the kinds of disputes that are best suited for resolution under the act, how to adopt the DRAA in contracts, and some practice tips for presenting and resolving disputes under the DRAA.

While the DRAA has been in place for a decade now, there is little data beyond anecdotal evidence for how often this type of ADR is happening “in the wild.” Rumors are, however, that it has not been used with the frequency that its original proponents had envisioned. But the winds appear to be changing.

The Court of Chancery has seen rapidly-rising case loads year-over-year, a pace that show no signs of slowing. The addition of chancellors (from 5 to 7) and magistrates in chancery (from 1 to 5) has done little to lighten the collective load for those judges. That rise in case load has also been accompanied by a material increase in the number of cases that are being filed that seek expedited treatment–which comes with the concomitant upheaval to the dockets of the individual chambers to which they are assigned.

The DRAA, if adopted by more parties in their agreements, could play a key role in both (a) allowing parties with certain types of disputes access to a very quick (120 days) and streamlined ADR procedure, and (b) perhaps, help take some of the case load off the shoulders of the Delaware courts and place it in the hands of private arbitrators. Last week, the Delaware State Bar Association and Delaware ADR, LLC put on a day’s worth of CLE panels, two of which specifically discussed the DRAA. Indeed, two of the former judges on the panels noted that in recent months they have each completed an arbitration for parties under the DRAA–so there have been recent sightings of DRAA proceedings in the wild! The CLE event had the flavor of a “re-launch” for the DRAA, and it is a statue worth highlighting and discussing.

So watch this page over the coming weeks as we walk through the DRAA–particularly when and how it might be useful for parties to adopt as their ADR method for disputes.

August 11, 2025August 11, 2025 by Richard L. Renck

Delaware Supreme Court Clarifies Standards Applicable to Books-and-Records Demands Under Section 220 of the Delaware General Corporation Law

Please see the Duane Morris alert [here] addressing a recent decision of the Supreme Court of Delaware. The court provides guidance on the pleading standards a stockholder must satisfy in order to show a “credible basis to infer wrongdoing” to state a proper purpose for an inspection of corporate books and records.

December 11, 2024 by Richard L. Renck

Minding Your Financial Affairs–Corporate Stock and Communications

Do you own shares of stock? Are the stock certificates in a dusty bank box somewhere? Have you received communications from the company recently? If not, you should probably check in with the company to see if your shares have been escheated to the state. Please see here my recent article in the Delaware Business Court Insider discussing a recent Delaware opinion on the matter.