Section 220 Request

News & Analysis as of

When a Director May Inspect the Company's Books and Records

Section 220(d) of the Delaware General Corporation Law (DGCL) permits a director to inspect a company's books and records "for a purpose reasonably related to the director's position as a director." It is well settled under...more

Chancery Analyzes Limits of 'Reasonable Conceivability'

In 2011, the Delaware Supreme Court in Central Mortgage v. Morgan Stanley Mortgage Capital Holdings, 27 A.3d 531, 537 (Del. 2011), unequivocally stated that the "pleading standard in Delaware to survive a motion to dismiss is...more

Two Recent Delaware Decisions Further Illustrate The Scope Of Section 220 Discovery

Two recent Delaware Court of Chancery decisions demonstrate that narrow statutory standards continue to govern access to corporate books and records pursuant to Section 220 of the Delaware General Corporation Law. In the...more

Delaware's Court of Chancery Clarifies Scope of Inspection Under Books and Records Demands

In Amalgamated Bank v. Yahoo!, Inc., C.A. No. 10774-VCL (Del. Ch. Feb. 2, 2016), Plaintiff Amalgamated Bank’s Section 220 books and records demand sought, among other things, the emails of certain Yahoo officers and...more

Yahoo! Compensation Litigation – History May Not Repeat Itself but it Often Rhymes

The Delaware Court of Chancery has issued an opinion on a Section 220 demand made against Yahoo! No complaint has yet been filed, and although Vice Chancellor Laster speculates on some inferences that can be drawn, no one has...more

Delaware Chancery Approves a Books and Records Request Concerning Alleged Subsidiary Fraud in Oklahoma Firefighters Pension and...

In Oklahoma Firefighters Pension & Ret. Sys. v. Citigroup Inc., No. CV 9587-ML (VCN), 2015 WL 1884453 (Del. Ch. Apr. 24, 2015), a Delaware Chancery Court judge found that Del. Code Ann. tit. 8, § 220 (“Section 220”) permitted...more

M&A Team News - April 2015

What Revlon Doesn't Require - Two decisions by the Delaware courts (In re Family Dollar Stores, Inc. and C&J Energy Services Inc. v. City of Miami General Employees' and Sanitation Employees' Retirement Trust have more...more

Court Of Chancery Applies Garner In 220 Case

This is an important Section 220 decision for at least two reasons. First, it holds that the personal records of non-employee directors do not need to be produced in a Section 220 case, at least on the facts presented here. ...more

Fuchs Family Trust v. Parker Drilling Co., C.A. No. 9986-VCN (Del. Ch. Mar. 4, 2015) (Noble, V.C.)

In this memorandum opinion, the Court of Chancery denied a stockholder request for inspection of books and records pursuant to 8 Del. C. § 220 (“Section 220”). The Court held, among other things, that the requesting...more

United Technologies Corp. v. Treppel, No. 127, 2014 (Del. Dec. 23, 2014)

In this en banc opinion, the Delaware Supreme Court held that the Court of Chancery has the discretionary authority under Section 220(c) of the Delaware General Corporation Law (the “DGCL”) to prohibit the inspecting...more

Piercing The Attorney-Client Privilege: The Delaware Supreme Court Orders Wal-Mart To Turn Over Privileged Material Concerning Its...

In a recent decision, the Delaware Supreme Court applied an exception to the attorney-client privilege - known as the fiduciary exception or the Garner doctrine - and ordered Wal-Mart Stores, Inc., ("Wal-Mart") to produce...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

Looking Ahead: Forthcoming 2013 Securities and Corporate Governance Litigation Developments

This promises to be an eventful year in securities and corporate governance litigation. A number of looming developments have the potential to change the landscape for many years to come. This is the first of two posts – or...more

Delaware Chancery Court Dismisses Stockholder's Derivative Claim Because of Inadequate Representation for Failing to First Make a...

On September 25, 2012, the Delaware Chancery Court dismissed, with prejudice, a named plaintiff's derivative claim because of inadequate representation. The dismissal applied to the named plaintiff's claim only — not to...more

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