The Delaware Court of Chancery ruled on July 2, 2026, that Nikita Bernstein, a former director and current stockholder of MyJoVE Corporation, cannot access certain corporate records. This decision stems from a dispute over a release agreement Bernstein signed when he sold a significant number of his shares back to the company. The ruling affects Bernstein's ability to investigate the company's governance and financial practices.
Bernstein founded MyJoVE in 2007 alongside Moshe Pritsker and Klaus Korak. The company produces and maintains videos that assist scientific and biomedical researchers. Bernstein served as Chief Technology Officer and was a member of the board of directors until his removal in November 2011. After his resignation, he continued to hold shares in the company.
Over the years, Bernstein has filed multiple actions seeking access to MyJoVE's records. His most recent attempt, the current case (C.A. No. 2026-0301-DH), followed a previous successful action in December 2024, where he gained access to some documents under a confidentiality order. In this case, Bernstein sought information regarding the nomination and selection of the company's directors, particularly concerning loans made to them that were recorded as 'Notes Receivable.'
The court's decision focused on whether a release that Bernstein signed during a stock repurchase agreement barred his current request for records. The release stated that Bernstein would not pursue any claims against MyJoVE in exchange for selling his shares. The court found this release to be valid and comprehensive, stating, "The parties intended to release claims in exchange for Plaintiff’s stock redemption."
The ruling was issued by Magistrate David Hume, IV, who noted that the release included a wide range of claims, including those that were known or unknown to Bernstein at the time of signing. The court emphasized that the release was designed to cover all grievances Bernstein may have had against MyJoVE, thus preventing him from pursuing the records he sought.
In his arguments, Bernstein contended that the release should not apply to claims arising from events that occurred after the signing of the agreement. However, the court rejected this argument, stating that such a reading would undermine the intent of the release. The court noted that the release was intended to bar Bernstein from seeking recourse for grievances related to the company's actions prior to the agreement.
The court also addressed Bernstein's claim that he was not properly notified of board actions due to an address change. Bernstein's counsel argued that MyJoVE sent important notices to an outdated address. The court found that Bernstein had received the necessary notices and that the company had complied with legal requirements for notification.
Ultimately, the court ruled that the release barred Bernstein from pursuing his demand for corporate records. The court stated, "The Release renders these issues moot," meaning that it did not need to consider whether Bernstein had a proper purpose for seeking the records or if the records were essential for his investigation.
This ruling has significant implications for Bernstein, as it limits his ability to scrutinize MyJoVE's governance and financial practices. It also sets a precedent regarding the enforceability of release agreements in similar corporate disputes, particularly those involving stockholder rights and access to corporate records.
Looking ahead, Bernstein may have limited options for appeal, as the court's ruling was based on the interpretation of the release agreement he signed. There are no known related cases pending that would impact this decision. Bernstein's ability to pursue further legal action may depend on the specifics of future agreements or circumstances surrounding his stockholder status.