News & Analysis as of

Shareholder Litigation Section 220 Request

Morris James LLP

Chancery Determines Certain Suits and Investigations Against Amazon Were Insufficient to Meet Credible Basis Standard to Inspect...

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Wong Leung Revocable Tr. v. Amazon.com Inc., C.A. No. 2023-1251-BWD (Del. Ch. May 1, 2024) - In order to inspect books and records under Section 220 of the Delaware General Corporation Law, a stockholder-plaintiff must...more

Hogan Lovells

2024 Securities, Shareholder, and M&A Litigation Outlook

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2023 was a busy year, with both the Delaware courts and others, including the U.S. Supreme Court, weighing in on shareholder and M&A litigation issues. The Delaware Court of Chancery issued several notable decisions on issues...more

Mayer Brown

A Matter Of Propriety: Delaware Courts Reject Books-and-Records Demand Driven by Ulterior Motive

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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

Hogan Lovells

Pietrasik v. Kraus Hamdani Aerospace: Despite Plaintiff’s “Rancor,” Delaware Court Grants 220 Demand

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After a de novo review of the record following a Magistrate in Chancery’s final report, Vice Chancellor Fioravanti of the Delaware Court of Chancery declined to accept the Magistrate’s recommendation to deny a...more

Morris James LLP

Chancery Largely Denies Books-and-Records Inspection Exploring Dividend Potential

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Greenlight Capital Offshore Partners, LTD., v. Brighthouse Financial Inc., C.A. No. 2022-1067-LWW (Del. Ch. Nov. 20, 2023) - Valuation is a well-established proper purpose to inspect corporate books and records. While each...more

Morris James LLP

Chancery Limits Section 220 Books-and-Records Production to Formal Board Materials

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In re Zendesk, Inc. Section 220 Litigation, C.A. No. 2023-0454-BWD (Del. Ch. Aug. 25, 2023) - The background of this books-and-records decision involved a failed acquisition, a strategic review, a proxy contest, and a...more

Morris James LLP

Chancery Finds That Books and Records Incorporated by Reference in Complaint Demonstrate the Lack of a Valid Caremark Claim

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Joel Newman v. KKR Phorm Investors, L.P., et al. C.A. No. 2022-0310-NAC (Del. Ch. Aug. 31, 2023). At the motion to dismiss stage, Delaware courts will consider the facts alleged in the complaint as well as the documents...more

Skadden, Arps, Slate, Meagher & Flom LLP

Insights: The Delaware Edition - December 2023

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

Skadden, Arps, Slate, Meagher & Flom LLP

Books and Records Demands 2023 Recap: Courts Continue To Develop the Law Regarding the Scope of Inspection

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

Hogan Lovells

Seidman v. Blue Foundry: eregious defense against books and record request prompts fee shifting

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In Lawrence B. Seidman v. Blue Foundry Bancorp, the Delaware Court of Chancery awarded US$223,651.60 in attorneys’ fees and expenses to a plaintiff stockholder because of the defendant’s “glaringly egregious litigation...more

Morris James LLP

Supreme Court Affirms Court of Chancery’s Decision Directing “Long Dark” Company to Produce Books and Records to a Stockholder...

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Hauppauge Digital, Inc. v. Rivest, C.A. No. 2019-0848 (Del. July 10, 2023). Under Delaware law, once a stockholder has established a proper purpose to inspect a corporation's books and records, the Court of Chancery has...more

Morris James LLP

Chancery Denies Books and Records Request Related to Disney’s Opposition to Florida Legislation Prohibiting LGBTQ+ Topics in...

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Simeone v. The Walt Disney Company, C.A. No. 2022-1120-LWW (Del. Ch. June 27, 2023) - The Walt Disney Company opposed Florida legislation that limits instruction on sexual orientation and gender identity in Florida...more

Skadden, Arps, Slate, Meagher & Flom LLP

Developments and Trends in Delaware Law: A Review of 2022 and What To Expect in 2023

On January 24, 2023, Skadden presented the fourth and final part of our 15th Annual Securities Litigation and Regulatory Enforcement Update series, “Developments and Trends in Delaware Law: A Review of 2022 and What to Expect...more

Morris James LLP

Chancery Rules That Delisted and Long-Dark Corporation Failed To Show Harm Warranting a Confidentiality Order for Basic Financial...

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Rivest v. Hauppauge Digital, Inc., C.A. No. 2019-0848-PWG (Del. Ch. Sept. 1, 2022) - Plaintiff stockholder sought to inspect the books and records of a defendant company, requesting a narrow universe of annual and...more

Skadden, Arps, Slate, Meagher & Flom LLP

Insights: The Delaware Edition - May 2022

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

Skadden, Arps, Slate, Meagher & Flom LLP

Gad-Zoox: Stockholders Obtain Books and Records Through Statutory Appraisal Proceeding, and Other Section 220 Developments

As discussed in prior issues, Delaware courts have recently refined and limited defenses to Section 220 books and records actions. No longer does a stockholder need to specify the ends to which it might use the books and...more

Morris James LLP

Chancery Denies Books and Records Inspection Brought to Advance the Stockholder’s Interests as a Creditor

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Georgia Notes 18, LLC v. Net Element, Inc., C.A. No. 2021-0246-JRS (Del. Ch. Nov. 18, 2021) - Plaintiff, a stockholder and creditor of the defendant company, demanded to inspect the company’s books and records pursuant to...more

Faegre Drinker Biddle & Reath LLP

The Corporate Guide: Stockholders Demanding Corporate Records? What You Should Know

What is a books and records demand? Under Delaware General Corporation Law Section 220, stockholders have the right to inspect corporate records. Strict compliance with the statute is mandatory....more

Hogan Lovells

Q3 2021 Quarterly Corporate / M&A decisions updates

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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

Hogan Lovells

Delaware Chancery Court finds Boeing Board oversight allegations satisfy Caremark standards

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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

Hogan Lovells

Litigation developments: fundamental shareholder rights.

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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

Hogan Lovells

Quarterly Corporate / M&A Decisions Update: Q4 2020

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Below is our Quarterly Corporate / M&A Decisions Update for decisions in Q4 2020. This update is designed to highlight selected important M&A, corporate, and commercial court decisions on a quarterly basis. Brief summaries of...more

Proskauer - Minding Your Business

Bearing the Books and Records Burden: Delaware Supreme Court Affirms Section 220 Order in AmerisourceBergen

This past year, Proskauer’s private fund litigation blog highlighted a Delaware Chancery case adopting an expansive view in favor of parties seeking information from companies under Section 220 of the Delaware General...more

Snell & Wilmer

How Much Information Must a Shareholder Provide to a Corporation to Inspect Books and Records Under Section 220?

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The Supreme Court of Delaware recently affirmed a decision by the Court of Chancery that ordered a corporation to produce certain books and records to a shareholder, and which granted leave to the shareholder to take a...more

Morris James LLP

Mindbody Deal Case Provides Conflict Takeaways For Boards

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The Delaware Court of Chancery's recent decision in In re: Mindbody Inc. Stockholders Litigation is important reading for lawyers whose practices include evaluating, addressing and — when necessary — litigating potential...more

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