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

Aimee Czachorowski, Partner | 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, Partner | 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.

SESSION 1 – Drafting Books-and-Records Demands That Survive Delaware’s Rewritten Inspection Statute | 12:00pm – 1:00pm

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.

BREAK | 1:00pm – 1:10pm

SESSION 2 – Pleading Oversight Claims Against Closely Held Company Fiduciaries with a Narrowed Record | 1:10pm – 2:10pm

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.