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Program Details
2026-11-11 12:00:00
Over 1,000+ webinars
Course Overview
2026-11-11 12:00:00
2h CLE Credits
Intermediate
2
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.
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.
Lewis Brisbois Bisgaard & Smith LLP
Lewis Brisbois Bisgaard & Smith LLP
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.
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.
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.
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.
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.
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