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Suing the Closely Held Company: Books-and-Records Demands and Oversight Claims for Minority Owners

A § 220 demand can now fail on form before a court ever reaches the merits. Learn to draft books-and-records demands that survive the amended statute, plead Caremark oversight claims from a narrowed record, and navigate demand futility when the wrongdoer effectively is the board.

2026-11-11 12:00:00

Program Details

2026-11-11 12:00:00

Program Details

2026-11-11 12:00:00

Over 1,000+ webinars

2026-11-11 12:00:00

Course Overview

Senate Bill 21 Narrowed the Records. The Oversight Claim Still Has to Be Pleaded

2026-11-11 12:00:00

In March 2025, Senate Bill 21 rewrote DGCL § 220. ‘Books and records’ now carries a statutory definition. Reaching emails and informal communications requires a ‘compelling need’ shown by clear and convincing evidence. Strict form-and-manner requirements now apply before a court reaches the merits.

Miss a form-and-manner requirement, and the demand is thrown out. Skip the compelling-need showing, and the emails stay out of reach. Ignore the incorporation-by-reference provision, and the demand shapes any later appraisal or fiduciary-duty suit. Plead oversight without red flags, and Stone v. Ritter stops the claim. Misjudge demand futility under Zuckerberg, and the derivative case ends early.

You walk out with a practical drafting checklist for demands under the amended statute. You also get a pleading framework calibrated to informal boards, officer-directors, and managing members, plus a method for choosing direct versus derivative claims across state-law variations. This is practitioner judgment, not doctrine review. It shows how to frame the demand and plead the claim when the record is thin and the wrongdoer controls the board.

Format

CLE Credit

2h CLE Credits

Level

Intermediate

Length

2

Key topics that will be covered

01
What SB 21 Changed
Pinpoint what a stockholder can demand as of right under amended § 220(a)(1), what Senate Bill 21 excluded, and when the ‘compelling need’ exception reaches emails and informal communications.
02
Demands That Survive
Draft demands that satisfy the form-and-manner requirements, the heightened particularity standard, and the enumerated-category framework so they are not thrown out before the merits.
03
Litigation-Ready Demand Strategy
Use the first judicial interpretations of the amended statute and plan around the incorporation-by-reference provision when an appraisal or breach-of-fiduciary-duty suit is planned.
04
Closely Held Caremark Claims
Apply the two-prong Stone v. Ritter standard to informal boards, officer-directors, and managing members, including officer-level oversight liability for the dual-hat fiduciary.
05
Pleading a Narrowed Record
Build red-flag, information-systems, adverse-inference, and mission-critical-risk allegations from regulatory, public, and partial 220 records.
06
Futility and Claim Selection
Navigate demand futility under Zuckerberg where the alleged wrongdoer effectively is the board, and choose direct or derivative claims across state-law variations.

Program schedule

clock 12:00 pm - 1:00 pm EST

Drafting Books-and-Records Demands That Survive Delaware's Rewritten Inspection Statute

This session examines the sweeping changes to DGCL § 220 enacted through Senate Bill 21 in March 2025, including the new statutory definition of ‘books and records,’ the ‘compelling need’ exception requiring clear and convincing evidence, and strict form-and-manner requirements. Attorneys will learn how to draft demands that satisfy the heightened particularity standard, navigate the enumerated-category framework, and anticipate the downstream litigation consequences of the incorporation-by-reference provision. Attendees will leave with a practical drafting checklist and a working understanding of the first judicial interpretations of the amended statute.

Aimee CzachorowskiAimee Czachorowski
clock 1:10 pm - 2:10 pm EST

Pleading Oversight Claims Against Closely Held Company Fiduciaries with a Narrowed Record

This session teaches attorneys how to plead Caremark-based oversight claims against fiduciaries of closely held companies when the pre-suit investigation has produced a limited documentary record. Attendees will learn how the two-prong Stone v. Ritter standard applies to informal boards, officer-directors, and managing members; how to construct red-flag and information-systems arguments from regulatory, public, and partial 220 records; and how to navigate demand futility under Zuckerberg in entities where the alleged wrongdoer effectively is the board. Attorneys leave with a practical pleading framework calibrated to the structural realities of closely held entities, including direct versus derivative claim selection and state-law variations.

Sean M. BrenneckeSean M. Brennecke
Aimee Czachorowski

Aimee Czachorowski

Lewis Brisbois Bisgaard & Smith LLP

Sean M. Brennecke

Sean M. Brennecke

Lewis Brisbois Bisgaard & Smith LLP

Aimee Czachorowski

Aimee Czachorowski

Lewis Brisbois Bisgaard & Smith LLP

Aimee Czachorowski litigates demands for books and records, fiduciary-duty disputes, and corporate governance matters, and she has extensive experience handling equitable matters in Delaware’s Court of Chancery, including expedited and summary proceedings. Her clients include corporations, shareholders, directors, officers, and members and managers of alternate entities. She is a partner in the Wilmington office of Lewis Brisbois, where she concentrates on corporate and commercial litigation.

Education & Credentials

Aimee earned her Juris Doctor from the University of Michigan Law School in 2004. She received her Bachelor of Arts in History, with High Honors, from the University of Michigan-Flint in 2001, with minors in Japanese History and International Studies. She is admitted to practice in Delaware and Pennsylvania and before the U.S. District Court for the District of Delaware.

Recognition & Leadership

Delaware Today named Aimee a top lawyer in corporate law in 2025, based on its poll of members of the Delaware Bar.

Professional Involvement

Aimee is a member of the Delaware State Bar Association and the Pennsylvania State Bar Association. Her published work includes "Recent Developments in Business and Corporate Litigation, Chapter 11, Director and Officer Indemnification and Advancement Rights" in its 2016 and 2017 editions. With Francis G.X. Pileggi, she wrote a Bloomberg Law article on the benefits of choosing Delaware over Texas for business filings (2026).

Experience

Aimee's corporate litigation practice draws on significant experience with demands for books and records, matters involving fiduciary duties, and corporate governance disputes, much of it in the Court of Chancery's expedited and summary proceedings. She represents corporations as well as shareholders, directors, officers, and members and managers of alternate entities. Her broader commercial work covers contract disputes and non-competition agreements. Her practice areas at the firm are Complex Business & Commercial Litigation and Corporate, with additional experience in Directors & Officers Litigation.
Sean M. Brennecke

Sean M. Brennecke

Lewis Brisbois Bisgaard & Smith LLP

Sean M. Brennecke has spent more than 15 years representing corporations and alternative entities, along with their directors, officers, shareholders, members, and managers, in complex litigation that often moves on an expedited basis and involves injunction practice. His clients have ranged from two-member limited liability entities to large multi-national corporations, and from individuals to full boards of directors. He is a partner in the Wilmington office of Lewis Brisbois and vice-chair of the firm’s Directors & Officers Litigation Practice.

Education & Credentials

Sean is admitted to practice in Delaware and before the U.S. District Court for the District of Delaware and the U.S. Bankruptcy Court for the District of Delaware.

Recognition & Leadership

Delaware Today named Sean a top lawyer in corporate law in 2025, based on its poll of members of the Delaware Bar. Within Lewis Brisbois, he serves as vice-chair of the Directors & Officers Litigation Practice. He previously served on the Executive Committee of the Delaware State Bar Association and as vice-chair of the Litigation Section of the Delaware Bar Association.

Professional Involvement

Sean has written widely on Delaware entity litigation. His Delaware Business Court Insider articles include "Chancery Court Clarifies What Is Required to Defeat a Motion to Dismiss a Dissolution Petition" (April 2023) and "Chancery Decision Reaffirms 2 Principles of Del. Alternative Entity and Contract Law" (October 2022). He co-authored Parts 1 and 2 of the "18th Annual Review of Key Del. Corporate and Commercial Decisions" (January 2023) for the same publication. He has also written for the ABA's Business Law Today on Delaware courts' approach to noncompete agreements (2024), co-authored "Supreme Court Deals Delaware's Unclaimed Property Regime A Loss on MoneyGram's 'Checks' But Leaves Open Treatment of Other Intangibles" for the ABA Business Law Section (April 2023), and co-authored a chapter of 'Representing the Creditors' Committee, A Guide for Practitioners,' published by the American Bankruptcy Institute in 2016.

Experience

Sean's practice is centered in the Court of Chancery of the State of Delaware and the Superior Court of the State of Delaware, with a focus on the Complex Commercial Litigation Division. His matters on behalf of entities, their fiduciaries, and their owners frequently involve expedited proceedings and injunction practice. He also litigates extensively in the U.S. District Court for the District of Delaware, is often retained as Delaware or New Jersey counsel in patent infringement cases pending in the federal courts of those states, and has litigated adversary cases in the U.S. Bankruptcy Court for the District of Delaware.
Aimee Czachorowski

Aimee Czachorowski

Lewis Brisbois Bisgaard & Smith LLP

Aimee Czachorowski litigates demands for books and records, fiduciary-duty disputes, and corporate governance matters, and she has extensive experience handling equitable matters in Delaware’s Court of Chancery, including expedited and summary proceedings. Her clients include corporations, shareholders, directors, officers, and members and managers of alternate entities. She is a partner in the Wilmington office of Lewis Brisbois, where she concentrates on corporate and commercial litigation.

Education & Credentials

Aimee earned her Juris Doctor from the University of Michigan Law School in 2004. She received her Bachelor of Arts in History, with High Honors, from the University of Michigan-Flint in 2001, with minors in Japanese History and International Studies. She is admitted to practice in Delaware and Pennsylvania and before the U.S. District Court for the District of Delaware.

Recognition & Leadership

Delaware Today named Aimee a top lawyer in corporate law in 2025, based on its poll of members of the Delaware Bar.

Professional Involvement

Aimee is a member of the Delaware State Bar Association and the Pennsylvania State Bar Association. Her published work includes "Recent Developments in Business and Corporate Litigation, Chapter 11, Director and Officer Indemnification and Advancement Rights" in its 2016 and 2017 editions. With Francis G.X. Pileggi, she wrote a Bloomberg Law article on the benefits of choosing Delaware over Texas for business filings (2026).

Experience

Aimee's corporate litigation practice draws on significant experience with demands for books and records, matters involving fiduciary duties, and corporate governance disputes, much of it in the Court of Chancery's expedited and summary proceedings. She represents corporations as well as shareholders, directors, officers, and members and managers of alternate entities. Her broader commercial work covers contract disputes and non-competition agreements. Her practice areas at the firm are Complex Business & Commercial Litigation and Corporate, with additional experience in Directors & Officers Litigation.
Sean M. Brennecke

Sean M. Brennecke

Lewis Brisbois Bisgaard & Smith LLP

Sean M. Brennecke has spent more than 15 years representing corporations and alternative entities, along with their directors, officers, shareholders, members, and managers, in complex litigation that often moves on an expedited basis and involves injunction practice. His clients have ranged from two-member limited liability entities to large multi-national corporations, and from individuals to full boards of directors. He is a partner in the Wilmington office of Lewis Brisbois and vice-chair of the firm’s Directors & Officers Litigation Practice.

Education & Credentials

Sean is admitted to practice in Delaware and before the U.S. District Court for the District of Delaware and the U.S. Bankruptcy Court for the District of Delaware.

Recognition & Leadership

Delaware Today named Sean a top lawyer in corporate law in 2025, based on its poll of members of the Delaware Bar. Within Lewis Brisbois, he serves as vice-chair of the Directors & Officers Litigation Practice. He previously served on the Executive Committee of the Delaware State Bar Association and as vice-chair of the Litigation Section of the Delaware Bar Association.

Professional Involvement

Sean has written widely on Delaware entity litigation. His Delaware Business Court Insider articles include "Chancery Court Clarifies What Is Required to Defeat a Motion to Dismiss a Dissolution Petition" (April 2023) and "Chancery Decision Reaffirms 2 Principles of Del. Alternative Entity and Contract Law" (October 2022). He co-authored Parts 1 and 2 of the "18th Annual Review of Key Del. Corporate and Commercial Decisions" (January 2023) for the same publication. He has also written for the ABA's Business Law Today on Delaware courts' approach to noncompete agreements (2024), co-authored "Supreme Court Deals Delaware's Unclaimed Property Regime A Loss on MoneyGram's 'Checks' But Leaves Open Treatment of Other Intangibles" for the ABA Business Law Section (April 2023), and co-authored a chapter of 'Representing the Creditors' Committee, A Guide for Practitioners,' published by the American Bankruptcy Institute in 2016.

Experience

Sean's practice is centered in the Court of Chancery of the State of Delaware and the Superior Court of the State of Delaware, with a focus on the Complex Commercial Litigation Division. His matters on behalf of entities, their fiduciaries, and their owners frequently involve expedited proceedings and injunction practice. He also litigates extensively in the U.S. District Court for the District of Delaware, is often retained as Delaware or New Jersey counsel in patent infringement cases pending in the federal courts of those states, and has litigated adversary cases in the U.S. Bankruptcy Court for the District of Delaware.

Credits by state

AK2.0
AL2.0
AR2.0
AZ2.0
CA2.0
CO2.0
CT2.0
DC2.0
DE2.0
FL2.0
GA2.0
HI2.0
IA2.0
ID2.0
IL2.0
IN2.0
KS2.0
KY2.0
LA2.0
MA2.0
MD2.0
ME2.0
MI2.0
MN2.0
MO2.4
MS2.0
MT2.0
NC2.0
ND2.0
NE2.0
NH120.0
NJ2.0
NM2.0
NV2.0
NY2.0
OH2.0
OK2.5
OR2.0
PA2.0
RI2.5
SC2.0
SD2.0
TN2.0
TX2.0
UT2.0
VA2.0
VT2.0
WA2.0
WI2.0
WV2.4
WY2.0

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Trusted by Legal Professionals

1000+

Live stream programs

24/7

Access to live webinars & recordings

70,000+

Trusted by Legal Professionals

MCLE Credits

Alabama
Pending
Alaska
Approved
Arizona
Approved
Arkansas
Approved
California
Approved
Colorado
Pending
Connecticut
Approved
Delaware
Pending
District of Columbia
No Required
Florida
Approved
Georgia
Pending
Hawaii
Approved
Idaho
Pending
Illinois
Pending
Indiana
Pending
Iowa
Pending
Kansas
Pending
Kentucky
Pending
Louisiana
Pending
Maine
Pending
Maryland
No Required
Massachusetts
No Required
Michigan
No Required
Minnesota
Pending
Mississippi
Pending
Missouri
Approved
Montana
Pending
Nebraska
Pending
Nevada
Pending
New Hampshire
Approved
New Jersey
Approved
New Mexico
Approved
New York
Approved
North Carolina
Pending
North Dakota
Approved
Ohio
Pending
Oklahoma
Pending
Oregon
Pending
Pennsylvania
Approved
Rhode Island
Pending
South Carolina
Pending
South Dakota
No Required
Tennessee
Pending
Texas
Approved
Utah
Pending
Vermont
Approved
Virginia
Not Eligible
Washington
Approved
West Virginia
Pending
Wisconsin
Pending
Wyoming
Pending

Alabama

Requirements

The Alabama State Bar MCLE Commission requires attorneys to complete 12 credits, including 1 ethics, by December 31 of each year. All credits must be reported by February 15 of the following year. A maximum of 12 credits, including 1 ethics credit, may be carried over for 1 year only.  

Formats

  • Attorneys can earn unlimited “live” credit through live seminars, live webcasts, and co-sponsored locations with MyLAWCLE-Alabama approved programs
  • Attorneys are limited to 6 credits per compliance period of “online” programs through MyLAwCLE On-Demand programs