Benjamin Snipes v. WorkCo, Inc. d/b/a Toku

── Benjamin Snipes v. WorkCo, Inc. d/b/a Toku ── Court: Court of Chancery of Delaware Date: May 12, 2026 Category: General IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE BENJAMIN SNIPES, Plaintiff, v. C.A. No. 2026-0110-CDW WORKCO, INC. d/b/a TOKU, Defendant. REPORT DENYING THE PARTIES’ CROSS-MOTIONS FOR SUMMARY JUDGMENT Date Submitted: March 30, 2026 Date Decided: May 12, 2026 Margaret M. DiBianca, Ann C. Cordo, DIBIANCA LAW, LLC, Wilmington, Delaware; Counsel for Plaintiff Benjamin Snipes Michael A. Barlow, Gates H. Young, QUINN EMANUEL URQUHART & SULLIVAN, LLP, Wilmington, Delaware; Counsel for Defendant WorkCo, Inc. d/b/a Toku WRIGHT, M.  A former high-level employee of a Delaware corporation seeks advancement of the unpaid portion of fees and expenses he incurred in defending litigation filed against him by the corporation, which resolved while this action was pending. The corporation argues that resolution of the underlying proceeding moots the plaintiff’s advancement claim, and that even if the claim is not moot plaintiff is not entitled to advancement because he did not serve in a role for which the corporation’s bylaws provide advancement. On the parties’ cross-motions for summary judgment, I conclude that resolution of the underlying action did not moot this action, and that there is a genuine issue of material fact whether the former employee occupied a covered position. I deny the cross-motions. I. FACTUAL BACKGROUND I begin by describing the parties and the advancement rights granted under Toku’s bylaws, before turning to the events in the underlying litigation and this case. A. The Parties Plaintiff Benjamin Snipes is an attorney who served as the “Head of Legal” for defendant WorkCo, Inc., d/b/a Toku (“Toku”) from June 2023 to July 12, 2024. 1 Toku is a Delaware corporation with its principal place of business in Wilmington, Delaware. 2 B. Advancement Rights Under Toku’s Bylaws Toku’s bylaws grant broad advancement rights to its current and former directors and officers. Sections 6.1 and 6.3 deal with advancement rights. Section 6.1 outlines who is entitled to advancement and indemnification: [Toku] shall, to the maximum extent and in the manner permitted by the Delaware General Corporation Law, indemnify each of its directors and officers against expenses (including attorneys’ fees), judgments, fines, settlements and other amounts actually and reasonably incurred in connection with any proceeding, arising by reason of the fact that such person is or was an agent of the corporation. For purposes of this Section 6.1, a “director” or “officer” of the corporation includes any person (a) who is or was a director or officer of the corporation, (b) who is or was serving at the request of the corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, or (c) who was a director or officer of a corporation which was a predecessor corporation of the corporation or of another enterprise at the request of such predecessor corporation. 3 Section 6.3 specifically articulates a right to advancement: Expenses incurred in defending any action or proceeding for which indemnification is required 1 Verified Compl. for Advancement ¶ 4, Dkt. 1 (“Compl.”); Def.’s Answer to the Compl. ¶ 4, Dkt. 15 (“Ans.”); Pl.’s Opening Br. in Supp. of His Mot. for Summ. J. at 3, Dkt. 16 (“Pl.’s Opening Br.”). 2 Compl. ¶ 5; Ans. ¶ 5. 3 Compl., Ex. B (“Bylaws”) § 6.1. -2-  pursuant to Section 6.1 or for which indemnification is permitted pursuant