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Up-to-date reports of notable Delaware Chancery Court and Delaware Supreme Court decisions.

Court of Chancery Strips Privilege From Company Attorney-Employee Email Communications Sent and Received via Non-Company Email Accounts

On December 22, 2020, the Delaware Court of Chancery issued a discovery decision regarding the production of emails sent and received via non-company email accounts used by employees who were also employees of a different/ second / separate / company. The decision provides useful guidance to companies regarding the preservation of the attorney-client privilege for email communications […]

| 4 min read

Chancery Court Emphasizes That the Protections for a Squeeze-Out Merger Must Be in Place Before Any “Substantive Economic Discussions” Occur.

The Chancery Court recently clarified the boundaries of the protective framework for mergers in which one of the corporations holds a controlling interest in the other—known as squeeze-out mergers. In re HomeFed Corporation Stockholder Litig., No. CV 2019-0592-AGB, 2020 WL 3960335 (Del. Ch. July 13, 2020). The Delaware Supreme Court established this framework in Kahn v. M & […]

| 5 min read
GK
Associate

Chancery Court Clarifies Requirements for Section 220 Stockholder Demands for Inspection Rights

Woods v. Sahara Enterprises, Inc., C.A. No. 2020-0153-JTL (Del. Ch. July 22, 2020), a recent Delaware Court of Chancery opinion, provides insights into the rights of stockholders to inspect corporate books and records.  Following consistent underperformance compared to market indices, the shareholder Plaintiff, Avery Woods, served a demand for books and records under Section 220 of […]

| 4 min read
CG
Former Associate

Directors Have a Presumptive Right to a Company’s Privileged Information Says Chancery Court

In a case of first impression, the Delaware Court of Chancery recently considered whether management could restrict company directors’ access to privileged information between the company (via management) and its counsel. Chancellor Bouchard wrote that in most circumstances, it cannot. The case offers guidance to companies and directors on the joint-client status of directors when […]

| 4 min read