Orchid Global Inc. v. Salamon, C.A. No. 2025-0605-LWW (Del. Ch. April 10, 2026)
By: Albert Carroll and Alena Smith
California statutory law provides certain inspection rights to stockholders of corporations with their principal place of business in California. Prior Delaware authority, JUUL Labs, Inc. v. Grove, 238 A.3d 904 (Del. Ch. 2020), addressed these statutory rights and held that Delaware law governs stockholder inspection rights for a Delaware corporation under the internal affairs doctrine. Here, a corporation sued one of its stockholders in Delaware who was seeking an inspection under California law in the California courts. The Court of Chancery, however, dismissed the case, finding that it lacked personal jurisdiction over the stockholder, a California resident whose only Delaware connection was stock ownership. The corporation’s forum-selection bylaw did not provide a basis for finding the stockholder consented to jurisdiction, as its express terms did not cover corporation-initiated suits against its stockholders.
