Books & Records

News & Analysis as of

Bridging the Gap: Uniting Compliance and Financial Controls (Part II of IV)

A Chief Compliance Officer has a number of important relationships to attend to in the corporate governance landscape. A critical relationship needed to “operationalize” a compliance program is a partnership between a CCO and...more

Chancery Court Holds That Squeezed Out Stockholders Lack Standing to Compel Inspection under DGCL § 220

On February 27, 2017, the Delaware Court of Chancery addressed an important matter of first impression under Delaware law: "Must a plaintiff seeking corporate records under Section 220 of the Delaware General Corporation Law...more

Delaware Court of Chancery Holds that Cancellation of Shares Through Merger Deprives Stockholder of Standing in Section 220 Action

In Weingarten v. Monster Worldwide, Inc., C.A. No. 12931-VCG, 2017 WL 752179 (Del. Ch. Feb. 27, 2017), the Delaware Court of Chancery (Glasscock, V.C.) clarified when a plaintiff has standing to vitiate inspection rights...more

Delaware Chancery Court Holds That Former Stockholder Lacks Standing To Bring Section 220 Action For Inspection Of Books And...

On February 27, 2017, Vice Chancellor Sam Glasscock III of the Delaware Court of Chancery dismissed for lack of standing a lawsuit for inspection of corporate books and records brought by a former stockholder squeezed out in...more

Court of Chancery Holds That A Books And Records Plaintiff Must Be A Stockholder At The Time Of Suit

This decision resolved a matter of first impression: a plaintiff seeking corporate records under Section 220 of the DGCL must be a stockholder at the time he files his complaint to have standing. Thus, when a stockholder...more

A Former Shareholder Cannot Demand Books and Records Under DGCL§ 220

Can a former shareholder whose stock was cancelled in a merger bring suit for corporate books and records under Delaware law? In a recent decision, the Court of Chancery gave a clear answer to this question of first...more

The Top Five "Gotcha" Deficiencies Plaguing Asset Managers and How to Avoid Them

Let’s start with this caveat: as we all know, under the still-new Trump Administration, priorities may and are likely to change. Now that we got that off our chest, it is nevertheless not the time to sit back and wait. The...more

Court Of Chancery Stresses Importance Of Records Demand In Lead Counsel Battle

When asked to choose the lead plaintiff and class counsel, the Court of Chancery applies the well-known Hirt factors. As this decision demonstrates, the Court also will place some significant weight on which of the competing...more

Funds Talk: March 2017

OCIE Highlights Frequent Topics for Compliance Deficiencies for Investment Advisers - On Feb. 7, 2017, the Securities and Exchange Commission’s (SEC’s) Office of Compliance Inspections and Examinations (“OCIE”) published...more

US SEC Publishes Risk Alert on Top Five Investment Adviser Compliance Issues Found During Inspections

The Office of Compliance Inspections and Examinations (OCIE) of the U.S. Securities and Exchange Commission (SEC) issued a National Exam Program Risk Alert on February 7, 2017 (Risk Alert), highlighting the “five compliance...more

OCIE to Investment Advisers: Focus on These Five Problem Areas

Only one month after releasing its exam priorities for this year, on February 7, 2017, the Securities and Exchange Commission (SEC) Office of Compliance Inspections and Examinations (OCIE) published a Risk Alert describing...more

A ‘Most Daring Act’ and the SQM FCPA Enforcement Action – Part I

A most “daring act” seems to be a good way to introduce a multi-part look at the recent Foreign Corrupt Practices Act (FCPA) enforcement action involving the Chilean chemicals and mining company Sociedad Química y Minera de...more

Shareholders Seeking Books and Records Must Demonstrate Credible Basis to Infer Wrongdoing

On February 2, 2017, the Delaware Court of Chancery reaffirmed that shareholders seeking to inspect the books and records of Delaware corporations must demonstrate a credible basis to infer corporate wrongdoing. Accusations...more

OCIE Issues Alert on the Five Most Frequent Compliance Topics Identified in Examinations of Investment Advisers

The SEC’s Office of Compliance Inspections and Examinations, or OCIE, has published a list of the five compliance topics most frequently identified in deficiency letters that are sent to SEC-registered investment advisers....more

FCPA: 2016 in Review Webinar

Enforcement of the Foreign Corrupt Practices Act (FCPA) remained a high priority for the Department of Justice and the Securities and Exchange Commission in 2016, resulting in more than 50 combined enforcement actions, record...more

SEC’s OCIE Issues Alert on Key Compliance Issues

A Risk Alert regarding its National Exam Program was issued by the SEC’s Office of Compliance Inspections and Examinations or OCIE. Drawing from its prior exam experience, OCIE identified five key areas of risk for investment...more

Court Of Chancery Holds That Wrong Forward Looking Statement Insufficient To Support Records Inspection

It is not enough that certain forward-looking statements failed to come true to justify requiring an inspection of corporate records. More evidence of wrongdoing is needed if your inspection is based on a theory of...more

This Week In Securities Litigation

During a two week period divided by the Inauguration, the Commission filed just under 40 actions. Chair Mary Jo White stepped down from her position at the agency after delivering her departing remarks at the New York...more

Debt Dialogue: January 2017

This month’s issue of Debt Dialogue address handover of records to a substitute collateral manager (in the Tilton litigation), the EU bail-in rules, the interplay of Section 3(c)(7) of the Investment Company Act and rights of...more

FCPA Recidivists: Zimmer Biomet (Part I of II)

The drug and medical device industries have been taking it on the FCPA chin for years. The risk factors in the international marketplace are significant – healthcare professionals are normally government employees; government...more

Recent Developments in Partnerships and Real Estate 2017

The IRS released a flurry of new rules as the Obama administration came to a close. The attached presentation provides an overview of many of these developments in the partnership and real estate tax area, including a...more

Delaware Corporate and Commercial Case Law Year In Review – 2016

Morris James attorneys Lewis Lazarus, Albert Manwaring and Albert Carroll authored an article published in Transaction Advisors titled Delaware Corporate and Commercial Case Law Year in Review – 2016. The article summarizes...more

2016 CFTC Year-in-Review and a Look Forward

In 2016, the Commodity Futures Trading Commission (CFTC or Commission) continued to pursue high-profile enforcement cases and to test its new enforcement authority under the Dodd-Frank Wall Street Reform and Consumer...more

Race to Courthouse in Shareholder Derivative Actions Could Raise Due-Process Issues

The Delaware Supreme Court requested further consideration of the federal due-process issues that might arise where a court is asked to hold that a shareholder derivative action is precluded because a prior derivative action...more

Court of Chancery Explains Role of Records Demand in Alleging Wrongful Pre-Suit Demand Refusal

This decision examines when pre-suit demand may be excused because the board who refused the demand declines to disclose the report of its investigation when responding. In this case, the board’s unwillingness to disclose the...more

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