A Blank Rome team represented Shai Bar-Lavi (“Bar-Lavi”) and Saul Bienenfeld (“Bienenfeld”), officers and directors of Tracki, Inc. (“Tracki”), a Delaware corporate subsidiary of an Israeli company, in a Delaware Code Section 225 dispute in Chancery Court with individual plaintiff, Ami Berg (“Berg”). The team successfully argued at trial that Berg lacked standing to pursue the action to remove Bar-Lavi and Bienenfeld as officers and directors of Tracki because he was not a majority shareholder in the company.
To assert his claims, Berg presented to the Court a 2019 stock ledger and Unanimous Action of Directors allegedly issued at incorporation purporting to transfer 100 percent of the company’s outstanding shares to him, and the accompanying metadata appeared to verify his claim. Developing more-involved digital forensic evidence through an expert, the team proved that Berg’s alleged shareholder documents were entirely fabricated. Accordingly, the Vice Chancellor found that the plaintiff had presented fraudulently created documents and pursued the claims in bad faith. The Court awarded Bar-Lavi and Bienenfeld fees for the plaintiff’s bad faith litigation.
The Blank Rome team was led by David A. Dorey. Nicholas C. Guth, Nicholas R. Spiller, Layla S. Najjar, and Carly J. Maylath played an integral role in the preparation and trial, and the team had vital assistance from Sherill Marasigan.