A stockholder and director of e-commerce support venture Opensend Inc. has sued the business for books and records in Delaware's Court of Chancery, citing concerns about alleged subverting of financial controls, hiring of the company CEO's wife, and business dealings with the CEO's brother.

Francesco Gatti, who was described in the Wednesday complaint as a significant stockholder who has held various company positions — including de-facto CEO — alleges that he filed the suit after the current director, Dahn Tamir, began denying access to company information.

The company's software is described as helping website owners identify anonymous visitors regardless of purchases or completion of forms. Details gathered provide information about visitors independently of purchase decisions.

Issues cited in the complaint included Opensend's alleged hiring of Tamir's wife as finance director and company vendor payments to his brother. Requests for documents regarding activities involving both relatives and other company actions were allegedly met with refusals.

The Chancery suit, Gatti said, aims to support investigations of "credible evidence of fiduciary misconduct, mismanagement, corporate waste, and self-dealing" by Tamir and others as well as company compliance with corporate governance requirements.

"The issue escalated toward the end of 2025," the complaint said, with demands for details on contracts and records supporting the payments to Tamir's relative allegedly ignored or refused.

"Gatti is informed and believes that these payments involved invoices totaling tens of thousands of dollars and were made without appropriate board oversight, without competitive bidding, and without the affirmative vote of all directors then serving on the board as required for board-affiliated transactions," the suit said.

In January, the company agreed to provide six of 18 categories of requests, with full responses only to four of the total, according to the court filing.

The suit alleges that "rather than retaining counsel for legitimate corporate purposes, Tamir has directed company counsel to assist with governance maneuvers aimed at eliminating Gatti's rights."

Other questioned actions included alleged efforts to restructure the company board's control, "marginalize Gatti's role," and pursue amendments to stockholder agreements purportedly designed to strip minority protections.

Some uses of the company's attorney by Tamir, the complaint alleges, constitute a misuse of corporate assets for personal benefit and reflect disloyal conduct, bad faith, and corporate waste.

"The company's stonewalling impairs Gatti's ability to discharge his fiduciary duties as a director and prevents him from investigating potential wrongdoing." Gatti's attorneys wrote, adding: "Concealment of these counsel communications further impaired board oversight, undermined proper corporate governance, and supported a credible basis to suspect fiduciary misconduct."

Opensend did not immediately respond to a request for comment.

Francesco Gatti is represented by Margaret F. England, Michael van Gorder, and Denisse Guevara of Gellert Seitz Buskenell & Brown LLC and Patricia Acosta of PAG Law PLLC.

The case is Francesco Gatti v. Opensend Inc., case number 2026-0202, in the Court of Chancery of the State of Delaware.