Books & Records

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Responding to Stockholder Inspection Demands Under Delaware Code § 220

Delaware Code § 220 gives stockholders the right to inspect a corporation’s books and records, but that right is subject to certain important limitations that have developed in the Delaware caselaw. When a corporation is...more

The Origins of the FCPA - Lessons for Effective Compliance and Enforcement - Conclusion

This is the final part of an occasional series. The entire paper will be published by Securities Regulation Law Journal early next year. Conclusion: The FCPA Today - The FCPA was unique in the world at passage....more

Business Lit Ledger -- Fall 2014

In This Issue: - Promoting the False Claims Act By Dismissing Meritless Qui Tam Actions -Delaware Supreme Court Extends Shareholder Books and Records Inspection Rights to Privileged Internal Investigation...more

Lying to Examiners Can Lead Quickly to Criminal Charges

Hell hath no fury like a regulator (allegedly) lied to. This week, the SEC brought civil charges, and the U.S. Attorney for the Southern District of New York brought criminal charges, against a broker-dealer and its founder...more

Delaware Supreme Court Extends Shareholder Books and Records Inspection Rights to Privileged Internal Investigation Documents

A recent decision of the Delaware Supreme Court approved granting shareholders the right to inspect privileged and confidential internal investigation materials upon showing “good cause.” Directors and general counsels should...more

The Financial Report - Volume 3, No. 10 • May 2014 (Global)

News from the Americas - High-speed trading. Bloomberg discussed US Senate Agriculture Committee hearings on high-speed trading. Former CFTC economist Andrei Kirilenko said that new books and records requirements and...more

BVI Business Company Records – What, Where and Why

A BVI Business Company (BC) has a separate legal personality from its members and over the course of its life the activities which it undertakes are recorded in documents that were created or entered into on its behalf. The...more

MSRB Proposes New Conduct Rule for Non-Solicitor Municipal Advisors and Amendments to Books and Records Rules for Municipal...

On January 9, 2014, the Municipal Securities Rulemaking Board (“MSRB”) published a request for comments on a proposed new conduct rule for non-solicitor municipal advisors and amendments to existing books and records rules to...more

Give Me Back My Books and Records: Application of Rule 41(g) in Response to Federal Search Warrants

In the past decade, federal law enforcement has been more aggressive in white collar investigations in utilizing search warrants, as opposed to subpoenas, to seize a company’s books and records. The statute of limitations...more

Books And Records Flexes Its Muscles

FCPA practitioners pick through the pages and words underlying FCPA enforcement actions to look for clues, for new policies and government strategies. It is a worthwhile process – the government sends important messages in...more

Delaware Court Limits Section 220(d) Books and Records Inspections to Current Directors

The Court of Chancery of the State of Delaware strictly held that a non-stockholder and alleged former director was not entitled to inspect a Delaware corporation’s books and records as a matter of right under Delaware Code...more

King v. DAG SPE Managing Member, Inc., C.A. No. 7770-VCP (Del. Ch. Dec. 23, 2013) (Parsons, V.C.)

In this memorandum opinion, the Court of Chancery dismissed an action under Section 220 of the Delaware General Corporation Law brought by a former director to inspect a corporation’s books and records. The Court found that...more

FINRA Settles Administrative Proceedings Against Clearing Broker-Dealer For Failures to Comply with Anti-Money Laundering,...

The Financial Industry Regulatory Authority, Inc. (“FINRA”) issued an order (the “Order”) settling administrative proceedings against a clearing broker-dealer (the “Broker”), regarding various failures to comply with...more

Business Litigation Reporter

We are pleased to introduce the inaugural issue of Goodwin Procter’s Business Litigation Reporter. This unique publication provides timely summaries of key cases and other developments within dedicated Business Litigation...more

What To Do When You Are Served With a Search Warrant

In recent years, state and federal law enforcement agencies continue to increase their investigation and prosecution of white collar crime, particularly relating to the securities and healthcare industries. The search warrant...more

Cooper Tire & Rubber Co. v. Apollo (Mauritius) Holdings Pvt. Ltd., C.A. No. 8980-VCG (Del. Ch. Oct. 25, 2013) (Glasscock, V.C.)

In this letter opinion, Vice Chancellor Glasscock denied a motion for judgment on the pleadings filed in connection with an expedited action in which the plaintiff Cooper Tire & Rubber Co. seeks specific performance of its...more

SEC CustodyFest Vol. 1: A New Beginning

Imagine being Andrew Bowden. As director of the SEC’s Office of Compliance, Inspections and Examinations, you know you don’t have enough staff to conduct reasonably regular exams of registered investment advisers. You also...more

Swiss National and Former Energy Executive Criminally Charged Under FCPA

In an illustration of the extraterritorial reach of the Foreign Corrupt Practices Act (FCPA), Alain Riedo, a Swiss citizen and the general manager of Maxwell Technologies S.A. (Maxwell), a Swiss subsidiary of a US public...more

Delaware Master Recommends Dismissing Books and Records Request by Activist Shareholder

On August 16, 2013, a master in chancery issued a draft report recommending that the Delaware Chancery Court dismiss a request by an activist stockholder to inspect the books and records of a large corporation that produces...more

Do You Have a Business Continuity Plan?

We are entering the height of hurricane season on the East Coast, a good time to reflect on how it could impact your business. As explained by the SEC in a recent National Exam Program Alert, the Advisers Act requires...more

Inside The Courts - August 2013 | Volume 5 | Issue 3

In This Issue: - AUDITOR LIABILITY: Sec. & Exch. Comm’n v. Deloitte Touche Tohmatsu CPA Ltd., No. 11-mc-512 (D.D.C. Apr. 22, 2013) - CONFIDENTIAL WITNESSES: Fort Worth Emps. Ret. Fund v. J.P. Morgan Chase & Co.,...more

Eighth Circuit Applies Negligence Standard to SEC Enforcement Claims for Violations of Section 14(a) and Rules 14a-9, 13b2-1 and...

In SEC v. Das, No. 12-2780, 2013 U.S. App. LEXIS 15327 (8th Cir. July 29, 2013), the United States Court of Appeals for the Eighth Circuit affirmed the district court’s delivery of jury instructions applying a negligence...more

Shareholder Books And Records Requests To Become More Frequent, And More Potent

As we previously detailed, a shareholder’s request for corporate books and records can raise competing concerns for the company and its directors. ...more

Former Subscriber Has No Right to Damages for Video Provider’s Failure to Destroy Personally Identifiable Information

In Padilla v. DISH Network L.L.C., a former subscriber alleged DISH failed to destroy his personally identifiable information (PII) upon cancellation of service, and failed to continue sending annual privacy notices while...more

Barnes v. Telestone Tech. Corp., C.A. No. 8513-VCG (Del. Ch. July 10, 2013) (Glasscock, V.C.)

In this letter opinion, the Court of Chancery dismissed an action under Section 220 of the Delaware General Corporation Law to inspect a corporation’s books and records where the Plaintiff’s demand failed to provide...more

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