Plumbers & Fitters Local 295 Pension Fund v. Dropbox, Inc., C.A. No. 2025-0354-KSJM (Del. Ch.), pending before Chancellor McCormick, is a pending direct stockholder class action under Court of Chancery Rule 23 — not a derivative suit under Rule 23.1, a label some contemporaneous commentary gets wrong (Am. Compl. ¶ 237). On July 6, 2026, armed with books and records obtained under 8 Del. C. § 220, the plaintiff filed a verified amended class-action complaint pleading six counts of fiduciary breach against Dropbox’s directors and against CEO Andrew Houston in his officer and alleged controller capacities, over the company’s completed March 2025 Delaware-to-Nevada conversion. The relief requested is rescission or cancellation of the conversion, or rescissory and compensatory damages. Every merits proposition below is an allegation in a contested pleading; no public merits ruling on the July 6 pleading had been located as of August 10, 2026.
Why it matters here. Maffei v. Palkon, 339 A.3d 705 (Del. 2025), applied business-judgment review to the proposed conversions before it and reserved — without deciding (n.249) — whether a different standard could apply if fiduciaries took articulable, material pre-conversion steps in furtherance of a breach. The Dropbox complaint attempts to plead exactly that reserved scenario: an activist campaign (Half Moon Capital) already underway, a § 220 demand served February 13, 2025 and a § 220 action filed February 26 — with the conversion effective March 5, what the pleading calls a conversion “in the shadow of litigation” (Am. Compl. ¶ 274) — a board resolution exempting Houston from Nevada’s business-combination statutes (Am. Compl. ¶ 107), alleged sales of roughly $70 million of stock by Houston while the move was under consideration (Am. Compl. ¶ 189), and a disputed DGCL § 144(b) cleansing question. Whether any of it survives dismissal is open.
Figure 6·B
| Date | Event | Status | Source |
|---|---|---|---|
| 2025-01-17 | Board unanimously approved and recommended the Delaware-to-Nevada conversion. | Verified | Schedule 14C |
| 2025-01-28 | Written consent by Houston-associated holders, approximately 77.3% of voting power; no public vote solicited. | Verified | Schedule 14C |
| 2025-02-13 | DGCL § 220 books-and-records demand served. | Alleged | Am. Compl. |
| 2025-02-26 | § 220 action filed. | Alleged | Am. Compl. |
| 2025-03-05 | Conversion effective at 5:00 p.m. Pacific time. | Verified | Form 8-K |
| 2025-04-08 | Original complaint e-filed (public stamp; counsel signature dated April 3). The original pleading also challenged the constitutionality of Delaware’s SB 21 amendments. | Verified | Pleading |
| 2025-06-09 | Chancery stayed the action pending the Clearway certified constitutional questions. | Verified | Stay order |
| 2026-02-27 | Rutledge v. Clearway Energy Group LLC rejected the certified SB 21 constitutional challenges; the constitutional avenue closed. | Verified | Opinion |
| 2026-05-21 | Stockholders approved a Nevada charter jury-waiver amendment for internal actions. | Verified | Form 8-K |
| 2026-07-06 | Operative verified amended Rule 23 class-action complaint e-filed: six fiduciary counts; the constitutional count dropped after Rutledge. | Verified | Am. Compl. |
| 2026-08-10 | Status cutoff: no public merits ruling on the July 6 pleading located in published-opinion sources. Public docket indexing is not the complete Chancery docket; re-verify before relying. | Not located | Del. Courts opinions |
Six-count architecture (all counts ALLEGED and unadjudicated): I — directors, loyalty and care, § 144(b) cleansing disputed; II — conversion as defensive measure (whether enhanced scrutiny applies); III — continuing duty / failure to reconsider as Delaware and Nevada law changed; IV — disclosure abdication in the written-consent context; V — Houston officer-capacity breach (non-exculpated route); VI — Houston as controller, non-ratable personal benefits. Sources: operative complaint (D&O Diary-hosted PDF; secondary host, pleading text controls); DGCL § 144 (post-SB 21); commentary: D&O Diary (Aug. 3, 2026) (labeled context, not authority).
The § 220 companion. Scarantino v. The Trade Desk, Inc. belongs beside Dropbox only as a books-and-records companion: the Court of Chancery found a credible basis to investigate a possible connection between redomestication and a later control-related action, and the Delaware Supreme Court affirmed — an inspection ruling, not a merits holding on the legality of either act. Chancery report · Supreme Court order.