Scott A. Dinsmore v. Tribal Ready, PBC

── Scott A. Dinsmore v. Tribal Ready, PBC ── Court: Court of Chancery of Delaware Date: May 01, 2026 Category: General COURT OF CHANCERY OF THE STATE OF DELAWARE BONNIE W. DAVID COURT OF CHANCERY COURTHOUSE VICE CHANCELLOR 34 THE CIRCLE GEORGETOWN, DE 19947 Date Submitted: April 20, 2026 Date Decided: May 1, 2026 Scott A. Dinsmore Evan O. Williford, Esq. 45 Bennett Hill Rd. The Williford Firm LLC Rowley, MA 01969 1007 N. Orange Street, Ste. 235 Wilmington, DE 19801 RE: Scott A. Dinsmore v. Tribal Ready, PBC, C.A. No. 2025-0762-DH (BWD) Dear Mr. Dinsmore and Counsel: This letter resolves plaintiff Scott Dinsmore’s (“Plaintiff”) exceptions to the Magistrate in Chancery’s January 21, 2026 oral final report (the “Final Report”) dismissing this books and records action for lack of standing. Final Report of the Magistrate on Def.’s Mot. to Dismiss [hereinafter Final Report], Dkt. 46. As explained in the Final Report, Plaintiff previously served as a director of defendant Tribal Ready, PBC (the “Company”), a Delaware public benefit corporation, since its incorporation in 2023.1 Id. at 6. On June 14, 2025, Plaintiff served a demand to inspect the Company’s books and records under 8 Del. C. 1 Plaintiff also owns stock in the Company but the parties agree that he made his demand in his capacity as a director and not as a stockholder. Scott A. Dinsmore v. Tribal Ready, PBC, C.A. No. 2025-0762-DH (BWD) May 1, 2026 Page 2 of 5 § 220(d). Id. Twelve days later, on June 26, six stockholders owning more than a majority of the Company’s outstanding shares delivered to the Company a facially valid written consent purporting to reconstitute the Company’s board with new directors. Id. at 9; Pl.’s Answering Br. in Opp’n to Def.’s Mot. to Dismiss [hereinafter AB], Ex. C, Dkt. 35.2 Plaintiff filed this books and records action six days later, on July 2. Final Report at 8. On January 21, 2026, the Magistrate in Chancery to whom the action was assigned issued the Final Report, dismissing the action for lack of standing on the basis that “[P]laintiff was no longer a director when he filed this action.” Id. I have reviewed the record and the Magistrate Judge’s determinations de novo. DiGiacobbe v. Sestak, 743 A.2d 180, 184 (Del. 1999). Plaintiff raises three arguments on exceptions. First, Plaintiff argues that he perfected his standing to inspect the Company’s books and records under Section 2 Tribal Ready’s bylaws authorize stockholder action by written consent without a meeting. See AB, Ex. E § 2.11 (“Unless otherwise provided in the certificate of incorporation, any action required to be taken at any annual or special meeting of stockholders of the corporation, or any action that may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice, and without a vote if a consent in writing, setting forth the action so taken, is (a) signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted, and (b) delivered to the corporation in accordance with Section 228 of the Delaware General Corporation Law.”); see also 8 Del. C. § 228(a). Scott A. Dinsmore v. Tribal Ready, PBC, C.A. No. 2025-0762-DH (BWD) May 1, 2026 Page 3 of 5 220(d) because he was a director at the time he made the demand. Pl.’s Opening Br. in Supp. of Notice of Exceptions to Magistrate’s Ruling [hereinafter Exceptions OB] at 5, Dkt. 47. The Magistrate in Chancery properly r