Saying the court stands at "the outer boundaries" of precedent, a Delaware vice chancellor on Monday declined for now to appoint a receiver for voided predecessor of online gaming chat venture TeamSpeak Inc. and ordered targeted discovery regarding the standing of a stockholder who sued the company's directors and others for alleged breaches of fiduciary duty.

Vice Chancellor Nathan A. Cook cited his discretion to order directed discovery regarding investor John Zdrodowski's standing after two directors of the business questioned Zdrodowski's status as a stockholder of TeamSpeak Holdings Inc., now void for failure to pay corporate franchise tax and file an annual report.

Zdrodowski himself accused TeamSpeak Holdings directors Keith Ridgway and Ian Bamford of fiduciary breaches, with investor Sean Conlon, Conlon & Co. LLC and others sued over claims of breach of contract and unjust enrichment in connection with allegations that Bamford and Ridgway played a role in the Conlon parties' "stealing" of an opportunity to acquire TeamSpeak GmbH, a German technology company. The Conlon parties were accused of exploiting Bamford's and Ridgway's conflicts of interest and abusing their access to confidential information.

The suit arose from a tangled saga that led to derivative claims by Zdrowdski accusing Bamford, Ridgeway, Conlon, Conlon & Company, LLC, Conlon, TeamSpeak Investors, LLC, Conlon Holdings LLC, TeamSpeak Holdings, Inc. and TeamSpeak Systems, Inc. of exploiting or misappropriating confidential information from a German tech company founder and his company, TeamSpeak GMBH. The identity of the German company's founder is redacted in court papers.

The California-based company that emerged was TeamSpeak Inc., an Esports focused voice-over-internet protocol business identified only as a nominal defendant in the case. TeamSpeak GMBH is not a party to the litigation.

"I'm not weighing evidence" regarding Zdrodowski's stockholder status, Vice Chancellor Cook told Luke McGrath of Dunnington Bartholow & Miller LLP, the designated representative for the Conlon parties and TeamSpeak. "He's alleged that he's a stockholder. He's submitted a check, a consulting agreement, a filing with the IRS," Vice Chancellor Cook said. "It seems as though, for today's purposes, that pretty much any judge would say that is enough."

Counsel for Zdrodowski, meanwhile, argued that attorneys for those named in the suit "have decided to work with the Conlon defendants to prevent plaintiff from pursuing causes of action for the benefit of the company and its stockholders."

Adding to the "procedural strangeness," the vice chancellor told McGrath, is that "there is no one from the company who can make representations as to this — to put it plainly — your clients are obviously very interested in whether the case proceeds, but you have no basis to make representation as to whether the plaintiff is a stockholder or not."

The dispute revolves around a "voice over internet protocol" business and technology that competes in a market that runs into the billions, according to court filings in the derivative case before Vice Chancellor Cook, with Zdrodowski seeking appointment of a receiver for the company.

In addition, the vice chancellor said McGrath appeared to be attempting to represent the company, Bamford and Ridgway as "shadow counsel," without "actually saying you represent them." He added: "It's quite inappropriate."

During the hearing, Vice Chancellor Cook cited a "hypothetical scenario" where directors of a corporation "engaged in some sort of conduct that is an obvious breach of their fiduciary duties to the corporation," with third parties aiding and abetting.

"Is it your position that the directors and officers of the corporation, having done that, can avoid civil liability simply by not paying the franchise tax they owe to the state of Delaware?" he asked.

Matthew D. Beebe of Meluney Alleman & Spence LLC, counsel to Zdrodowski, late in the hearing advised the court of another potential complication, saying that the liability for unpaid franchise taxes and other fees could top $450,000, rather than the $5,000 or less that the court had been told could set the company's corporate status to rights. That reformation could restore the ability of stockholders to pursue claims on the company's behalf derivatively.

Beebe told the vice chancellor that one of the items that has been discussed with regard to the franchise tax is that the court, "based upon what has been presented, may be under the impression that the franchise tax is around $3,000," Beebe said.

"We've pulled up the state of Delaware status and encourage the plaintiff to talk to me about it," Beebe said. "The amount due that I'm seeing here, based on annual assessments, are large numbers. There's no comma or decimal point; it seems to be $452,636. I don't want the court to think this is just a thousand dollars."

Vice Chancellor Cook took the arguments under advisement.

John Zdrodowski is represented by Sean A. Meluney, William M. Alleman Jr. and Matthew D. Beebe of Meluney Alleman & Spence LLC.

The Conlon parties, TeamSpeak Holdings Inc. and TeamSpeak Systems Inc. are represented by Timothy S. Martin of White and Williams LLP and Luke McGrath of Dunnington Bartholow & Miller LLP.

The case is John Zdrodowski v. Ian Bamford et al., case number 2024-1146, in the Court of Chancery of the State of Delaware.