Litigation developments: fundamental shareholder rights.
Section 220 demands are a commonly used tool for stockholders to gain access to a company’s books and records. Although this provision of the Delaware General Corporation Law vests stockholders with a right of access thereto,...more
In this issue, we discuss recent Delaware court developments regarding officer liability, who can recover “lost-premium” damages, and trends in books and records actions, among other topics....more
As discussed in prior articles, stockholder plaintiffs have increasingly sought to obtain companies’ books and records under 8 Del. C. § 220 (Section 220) and the Delaware Limited Liability Company Act’s analogous provision,...more
For decades, Delaware courts have encouraged stockholders to use the “tools at hand” — before initiating lawsuits — by obtaining corporations’ books and records through 8 Del. C. § 220 (Section 220). As described in prior...more
In this issue we discuss how plaintiffs are finding creative ways to obtain books and records, and appraisal cases where Delaware courts held that fair value rose between signing and closing. Other articles describe how the...more
Below is our Corporate / M&A decisions update covering decisions in the third quarter of 2021. This update is designed to highlight selected important M&A, corporate, and commercial court decisions on a quarterly basis. The...more
In In re The Boeing Company, the Delaware Court of Chancery held that Boeing stockholders that sued the company over losses relating to safety problems with Boeing’s 737 MAX airplane had adequately pleaded that a majority of...more
To stay ahead of the feds, companies need to monitor their own data for possible compliance problems. Congress may soon give companies better visibility into their shareholder bases, including derivatives positions. In this...more
In this podcast episode, New York Hogan Lovells partner Ryan Philp and senior associate Allison Wuertz discuss litigation developments affecting fundamental shareholder rights, including Section 220 books and records demands,...more
Last week, the Delaware Supreme Court issued an important decision effectively broadening the scope of stockholder pre-litigation inspection rights. ...more
In Salladay v. Lev, the Delaware Chancery Court elaborated on how early a corporate board must take protective measures to shield a conflicted transaction from entire fairness review. Salladay involved a motion to dismiss a...more
In a prior alert, we discussed Delaware Vice Chancellor J. Travis Laster’s Jan. 13, 2020, decision in Lebanon County Employees’ Retirement Fund v. AmerisourceBergen Corporation, a Section 220 books and records action brought...more
In High River Ltd. P’ship v. Occidental Petroleum Corp., No. CV 2019-0403-JRS, 2019 WL 6040285 (Del. Ch. Nov. 14, 2019), the Court of Chancery of the state of Delaware recently refused to hold that Section 220 books and...more
In a recent post-trial opinion, Vice Chancellor Laster of the Delaware Court of Chancery issued an important decision regarding stockholder books and records demands under Section 220(b) of the Delaware General Corporation...more
In a 63-page decision issued on Jan. 13, 2020, in Lebanon County Employees’ Retirement Fund v. AmerisourceBergen Corporation, Vice Chancellor J. Travis Laster of the Delaware Court of Chancery found that stockholders of...more
In High River Limited Partnership v. Occidental Petroleum Corp., C.A. No. 2019-0403-JRS, 2019 WL 6040285 (Del. Ch. Nov. 14, 2019) (Slights, V.C.), the Delaware Court of Chancery held that a stockholder’s mere disagreement...more
The Delaware Supreme Court yesterday rejected a presumption of confidentiality for documents produced pursuant to books-and-records inspection requests under § 220 of the Delaware General Corporation Law. The decision in...more
Stockholder “books and records” requests have become increasingly prevalent in the past decade. These requests can be a used as tools by activist investors to gather information to support demands for corporate change or a...more
On May 30, 2019, Vice Chancellor Joseph R. Slights III of the Delaware Court of Chancery granted a stockholder demand to inspect Facebook’s books and records in connection with their Caremark claims arising from alleged data...more
Since the start of 2018, state and, to a lesser extent, federal courts around the country, as well as state legislatures and Congress, have issued decisions or considered legislation having a substantial impact on corporate...more
Directors, corporate secretaries and company counsel must be mindful of good corporate housekeeping practices involving the maintenance of corporate books and records. Earlier this year, a handful of Delaware court opinions...more
This top ten list summarizes significant decisions of the Delaware Supreme Court and the Delaware Court of Chancery over the past calendar year 2018. Originally published in Transaction Advisors....more
The Delaware Supreme Court held yesterday that a corporation can be required to produce emails and other electronic documents where necessary to satisfy a shareholder’s legitimate request to inspect corporate books and...more
The Delaware Supreme Court held yesterday that the dismissal of a shareholder derivative action for lack of demand futility can preclude other derivative actions as long as the plaintiff in the dismissed case adequately...more