In Henry v. Phixios Holdings, Inc., No. 12504-VCMR (Del. Ch. July 10, 2017), the plaintiff shareholder sought the defendant company’s books and records “for the purpose of investigating mismanagement of the company, communicating with other stockholders, and valuing his shares.”  This otherwise routine request was complicated by the fact that defendants argued that plaintiff was no longer a shareholder because his stock had been revoked by a majority vote of the other shareholders.  The key issue in Henry was whether plaintiff’s shares were encumbered with a revocation right contained in the company’s bylaws, but not printed on its stock certificates.  After a multi-day trial, the Henry court held that where stock restrictions are not “conspicuously” printed on a stock certificate, the restrictions are not binding unless a shareholder has “actual knowledge of the restrictions before he acquires the stock.”  After acquisition, the shareholder can become bound by the restrictions “only if he affirmatively assents to the restrictions.”  Because there was insufficient evidence to demonstrate plaintiff’s pre-purchase knowledge and no evidence of post-acquisition consent, the Court concluded that the attempt to revoke plaintiff’s shares was a nullity.  The Henry court thus granted plaintiff’s books and records request.