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 […]
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 & […]
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 […]
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 […]