Barnaby Grzaslewicz

Philadelphia

Contributor at JD Supra

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Articles

Anonymous Sources in Newspaper Articles Sufficed to Sustain Credible Evidentiary Basis for Books and Records Demand Investigating Corporate Wrongdoing | Morris James LLP - JDSupra

2 months ago | jdsupra.com | Barnaby Grzaslewicz

Originally published in ALM's Delaware Business Court InsiderStockholders in a Delaware corporation are entitled to inspect certain of the company’s books and records, under Delaware General Corporation Law Section 220. A prerequisite to inspection is that the stockholder has a proper purpose. Investigating wrongdoing by a corporate fiduciary is a recognized proper purpose.
Anonymous Sources in Newspaper Articles Sufficed to Sustain Credible Evidentiary Basis for Books and Records Demand Investigating Corporate Wrongdoing - Morris James LLP

2 months ago | morrisjames.com | Barnaby Grzaslewicz

Originally published in ALM's Delaware Business Court InsiderStockholders in a Delaware corporation are entitled to inspect certain of the company’s books and records, under Delaware General Corporation Law Section 220. A prerequisite to inspection is that the stockholder has a proper purpose. Investigating wrongdoing by a corporate fiduciary is a recognized proper purpose.
Anonymous Sources in Newspaper Articles Sufficed to Sustain Credible Evidentiary Basis for Books and Records Demand Investigating Corporate Wrongdoing

2 months ago | law.com | Barnaby Grzaslewicz

Stockholders in a Delaware corporation are entitled to inspect certain of the company’s books and records, under Delaware General Corporation Law Section 220. A prerequisite to inspection is that the stockholder has a proper purpose. Investigating wrongdoing by a corporate fiduciary is a recognized proper purpose. But, as a gating issue, Delaware law requires the stockholder establish a credible evidentiary basis to suspect and permit investigation of the potential wrongdoing.
Superior Court CCLD Holds that Lack of Agency Relationship Between Founders and Seller Prevents Imputation of Fraud to Seller | JD Supra

Dec 10, 2024 | jdsupra.com | Barnaby Grzaslewicz |Aubrey J. Morin

Pinnacle IV, L.P. v. Cyberlabs AI Holdings Ltd., C.A. No. N23C-04-021 MAA CCLD (Del. Super. July 11, 2024)Who can be held liable for a fraudulent statement is often a key issue in fraud claims. In this decision from the Superior Court of Delaware’s Complex Commercial Litigation Division, the Court found that a lack of an agency relationship prevented the imputation of fraudulent statements to the seller of a business. The defendants purchased a company from the plaintiff, a venture capital firm.
Repurchase Option in LLC Agreement Tied to Nondisparagement Provision Does Not Violate the Absolute Litigation Privilege

Oct 23, 2024 | law.com | Barnaby Grzaslewicz

Who Got The Work Michael G. Bongiorno, Andrew Scott Dulberg and Elizabeth E. Driscoll from Wilmer Cutler Pickering Hale and Dorr have stepped in to represent Symbotic Inc., an A.I.-enabled technology platform that focuses on increasing supply chain efficiency, and other defendants in a pending shareholder derivative lawsuit. The case, filed Oct.
Delaware Superior Court Holds That Attorney-Client Privilege Was Retained By Seller Post-Merger | JD Supra

Sep 9, 2024 | jdsupra.com | Seller Post-Merger |Barnaby Grzaslewicz |Aubrey J. Morin

Biomerieux, Inc. v. Rhodes, C.A. No. N23C-10-067 (Del. Super. May 9, 2024). The default rule in Delaware is that the attorney-client privilege transfers from the target corporation to the surviving corporation in a merger. This rule was established by the Court of Chancery’s leading decision in Great Hill Equity Partners IV, LP v.
Delaware Supreme Court Reverses MFW Dismissal Due to Inadequate Disclosures Regarding Special Committee’s Advisors’ Material Conflicts | JD Supra

Sep 9, 2024 | jdsupra.com | Barnaby Grzaslewicz |Aubrey J. Morin

City of Sarasota Firefighters’ Pension Fund v. Inovalon Holdings Inc., No. 305, 2023 (Del. May 1, 2024). The Delaware Supreme Court’s decision in Khan v. M & F Worldwide Corp.
Minority Stockholder Was Not a Controller Because Plaintiff Did Not Adequately Plead Actual Control of the Company’s Business Affairs | JD Supra

Aug 22, 2024 | jdsupra.com | Barnaby Grzaslewicz

It is axiomatic that directors and officers of a Delaware corporation owe fiduciary duties to stockholders (and the company). Controlling stockholders also owe fiduciary duties. A stockholder is deemed a controller either through ownership of 50-plus% of a company’s voting power, or through actual control over its business affairs. Actual control means the stockholder has general control of a company’s business affairs, or specific control of a transaction.
Minority Stockholder Was Not a Controller Because Plaintiff Did Not Adequately Plead Actual Control of the Company’s Business Affairs | Delaware Business Court Insider

Aug 21, 2024 | law.com | Barnaby Grzaslewicz

It is axiomatic that directors and officers of a Delaware corporation owe fiduciary duties to stockholders (and the company). Controlling stockholders also owe fiduciary duties. A stockholder is deemed a controller either through ownership of 50-plus% of a company’s voting power, or through actual control over its business affairs. Actual control means the stockholder has general control of a company’s business affairs, or specific control of a transaction.
Court of Chancery Dismisses Aiding And Abetting Fraud Claim Against Corporate Officers And Directors On Grounds That A Corporation Cannot Conspire With Itself | Morris James LLP - JDSupra

Jun 21, 2024 | jdsupra.com | Barnaby Grzaslewicz |Aubrey J. Morin

Urvan v. AMMO, Inc., Consol. C.A. No. 2023-0470 PRW (Del. Ch. Feb. 27, 2024, corrected Mar. 14, 2024)It is an axiom of Delaware law that a corporation acts through its human agents. This principle informs the causes of action available to would-be plaintiffs against a corporation and its human actors. This case follows the familiar fact pattern where, following a merger, a seller brings a variety of claims against the merged entity and its officers and directors.

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Barnaby Grzaslewicz

Articles

Anonymous Sources in Newspaper Articles Sufficed to Sustain Credible Evidentiary Basis for Books and Records Demand Investigating Corporate Wrongdoing | Morris James LLP - JDSupra

Anonymous Sources in Newspaper Articles Sufficed to Sustain Credible Evidentiary Basis for Books and Records Demand Investigating Corporate Wrongdoing - Morris James LLP

Anonymous Sources in Newspaper Articles Sufficed to Sustain Credible Evidentiary Basis for Books and Records Demand Investigating Corporate Wrongdoing

Superior Court CCLD Holds that Lack of Agency Relationship Between Founders and Seller Prevents Imputation of Fraud to Seller | JD Supra

Repurchase Option in LLC Agreement Tied to Nondisparagement Provision Does Not Violate the Absolute Litigation Privilege

Delaware Superior Court Holds That Attorney-Client Privilege Was Retained By Seller Post-Merger | JD Supra

Delaware Supreme Court Reverses MFW Dismissal Due to Inadequate Disclosures Regarding Special Committee’s Advisors’ Material Conflicts | JD Supra

Minority Stockholder Was Not a Controller Because Plaintiff Did Not Adequately Plead Actual Control of the Company’s Business Affairs | JD Supra

Minority Stockholder Was Not a Controller Because Plaintiff Did Not Adequately Plead Actual Control of the Company’s Business Affairs | Delaware Business Court Insider

Court of Chancery Dismisses Aiding And Abetting Fraud Claim Against Corporate Officers And Directors On Grounds That A Corporation Cannot Conspire With Itself | Morris James LLP - JDSupra

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