A Delaware court recently ruled in a case involving Nikita Bernstein and MyJoVE Corporation, a company he co-founded. The court's decision addresses issues surrounding stock redemption agreements and the rights of shareholders to inspect corporate records. This ruling is significant for current and former shareholders of private companies, as it clarifies the extent of their rights under certain agreements.

The case, Bernstein v. MyJoVE Corporation, was filed under docket number 2026-0301-DH (LWW) and concluded on November 9, 2026. The court's ruling stems from a dispute over whether a release clause in a stock redemption agreement barred Bernstein from accessing certain corporate records. The outcome of this case could impact how similar disputes are handled in the future, particularly regarding the enforceability of release clauses in corporate agreements.

Background

Nikita Bernstein co-founded MyJoVE Corporation in 2007 alongside Moshe Pritsker and Klaus Korak. In 2011, Bernstein stepped down as an officer and was removed from the board of directors, but he retained a significant equity stake in the company. In December 2024, after a previous legal victory, MyJoVE provided financial statements revealing over $7 million in loans to its majority shareholders, Pritsker and Korak.

In April 2025, Bernstein's legal team requested additional records to investigate the approval and fairness of these insider loans. Shortly after this request, Pritsker and Korak expanded the board of directors and appointed new members. Bernstein later sold a portion of his shares back to MyJoVE for $2.5 million in a Redemption Agreement that included a release clause.

On September 30, 2025, Bernstein demanded access to corporate documents under Delaware law, specifically 8 Del. C. § 220, regarding the new board members. MyJoVE's legal team responded, claiming that Bernstein's demand was barred by the release clause in the Redemption Agreement. This led to Bernstein filing a lawsuit in March 2026 to enforce his rights to inspect the records.

The Ruling

The court reviewed the case after a Magistrate in Chancery issued a Final Report recommending that judgment be entered in favor of MyJoVE. The Magistrate concluded that the release in the Redemption Agreement was broad enough to cover any claims Bernstein might have had, including his demand for corporate records.

The court ruled, "In short, the parties agreed that Plaintiff would not seek recourse for all manner of grievances, past or pending, in exchange for the stock buyback."

However, the court did not endorse the Magistrate's conclusion that the release extinguished Bernstein's statutory rights to inspect corporate records. The court emphasized that while Bernstein did not challenge the Final Report's recommendation, it did not agree that the release barred his statutory inspection rights under Delaware law.

Additionally, MyJoVE sought to recover attorneys' fees and expenses based on the Redemption Agreement, but the court ruled against this request. The court found that the fee-shifting provision in the agreement did not apply to the current dispute, which was not framed as a breach of the Redemption Agreement.

Impact

This ruling clarifies the extent to which release clauses in stock redemption agreements can limit shareholders' rights to inspect corporate records. The court's decision indicates that while such clauses can be enforceable, they must explicitly address statutory rights to inspection for them to be valid. This could influence how companies draft their agreements and how shareholders approach their rights in the future.

Moreover, the ruling reinforces the principle that parties in a legal dispute may not automatically recover attorneys' fees unless explicitly stated in the contract. This aspect of the ruling is particularly relevant for businesses and shareholders navigating similar disputes, as it underscores the importance of clear language in contractual agreements.

What's Next

While the court's ruling is final in this case, it is possible for MyJoVE to appeal the decision regarding the attorneys' fees. However, details about any potential appeal or related cases were not available in the court filing. The outcome of this case may also prompt other shareholders to reevaluate their rights and the agreements they enter into with corporations.