In The Matter of The Stephen A. Marks Foundation

── In The Matter of The Stephen A. Marks Foundation ── Court: Court of Chancery of Delaware Date: April 16, 2026 Category: General COURT OF CHANCERY OF THE STATE OF DELAWARE CHRISTIAN DOUGLAS WRIGHT LEONARD L. WILLIAMS JUSTICE CENTER MAGISTRATE IN CHANCERY 500 NORTH KING STREET, SUITE 11400 WILMINGTON, DE 19801-3734 April 16, 2026 Daniel A. Griffith, Esquire Marion Quirk, Esquire Whiteford, Taylor & Preston, L.L.P. Director of Consumer Protection 600 N. King Street, Suite 300 Delaware Department of Justice Wilmington, DE 19801 820 N. French Street, 5th Floor Wilmington, DE 19801 Re: In the Matter of The Stephen A. Marks Foundation, Inc., C.A. No. 2025-0337-CDW Dear Counsel: Petitioner Mary Marks (“Petitioner”) has filed an Amended Verified Petition for Instructions (“Amended Petition”) regarding The Stephen A. Marks Foundation, Inc. (“Foundation”).1 Petitioner asks the court to validate her election as the sole director of the Foundation as of August 9, 2023, a date approximately six months before the special meeting at which she was purportedly elected.2 The Attorney General does not object to the court confirming Petitioner’s election but objects to the proposed effective date.3 The 1 Dkt. 13 (“Am. Pet.”). 2 Id. ¶¶ 13, 17. 3 Att’y Gen. Resp. to Am. Verified Pet. for Instructions, Dkt. 14 (“AG Resp.”) at 1. The Attorney General has a long-standing common law responsibility to protect the interests of the beneficiaries of charitable organizations governed by Delaware law. See Oberly v. Kirby, 592 A.2d 445, 467–68 (Del. 1991). C.A. No. 2025-0337-CDW April 16, 2026 Page 2 of 14 Attorney General says the effective date of Petitioner’s appointment should be no earlier than March 31, 2025, when Petitioner filed this action.4 I conclude, for the same reasons I explained during the October 15, 2025 status conference on the original Verified Petition for Instructions (“Petition”),5 that I cannot grant the relief requested, so I must deny the Amended Petition. I. BACKGROUND The facts are drawn from the Amended Petition, the Petition, and the exhibits attached to both. I take the averments as true for purposes of this ruling but have not engaged in any formal fact-finding. The Foundation was formed on October 23, 2007, when an incorporator filed a certificate of incorporation with the Division of Corporations.6 The Certificate states that the Foundation is organized and must be operated solely as an entity exempt from federal income taxation under Section 501(c)(3) of the Internal Revenue Code.7 The Certificate says the Foundation has neither stock nor members,8 and it designates Stephen A. Marks, Petitioner’s husband, as its 4 AG Resp. 1. 5 Dkt. 1 (“Pet.”). 6 Certificate of The Stephen A. Marks Found., Inc., Am. Pet. Ex. A, Dkt. 13 (“Certificate”) at 1; see also Am. Pet. ¶ 3. 7 Certificate, art. 3d; see also Am. Pet. ¶ 2. 8 Certificate, arts. 4th, 5th; see also Bylaws of The Stephen A. Marks Found., Inc., art. VI, Pet. Ex. E, Dkt. 1 (“Bylaws”) (“The Corporation shall not have members and shall have no authority to issue shares of stock.”). C.A. No. 2025-0337-CDW April 16, 2026 Page 3 of 14 sole director.9 Mr. Marks created the Foundation as a vehicle for “the distribution of monies for charitable and other tax-exempt purposes and providing educational activities and scholarships in the areas of marketing and broadcast journalism.”10 Mr. Marks passed away on May 11, 2022.11 Mr. Marks’ estate (“Estate”) was promptly opened and Petitioner appointed as its personal representative.12 Mr. Marks was