Litigation developments: fundamental shareholder rights.
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The books and records demand often is the opening act in business divorce litigation. The relatively low burden that an owner must meet in order to obtain access to a company’s books and records, and the availability of an...more
Under Texas law, a member of a limited liability company (LLC) or a qualifying shareholder of a corporation has the right to examine the company’s books and records, so long as there is a proper purpose. This right is...more
Corporate books and records demands are on the rise. And as the Delaware courts have made it easier for shareholders to demonstrate a proper purpose to seek inspection, corporations increasingly must defend these actions by...more
On June 3, 2022, the Delaware Court of Chancery dismissed the final two counts in an action against California biotech firm Vaxart, Inc., finding that plaintiffs failed to adequately allege that certain non-public information...more
A common complaint of a minority shareholder is the denial of access to the corporation’s books and records. A shareholder enjoys the right to examine and copy certain records of the corporation in which the shareholder owns...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
Delaware law usually protects directors in making good faith business decisions. However, the recent Delaware Court of Chancery AmerisourceBergen decision signals a two-part trend of (i) increased stockholder access to...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
The New Jersey Supreme Court affirmed per curiam the Appellate Division’s decision in R.A. Feur v. Merck & Co., Inc. and its strict adherence to the New Jersey corporate statute N.J.S.A. 14A:5-28 governing “books and records”...more
KT4 Partners LLC v. Palantir Technologies Inc., C.A. 2017-0177-JRS (February 22, 2018) - When a demand to inspect corporate records states a purpose other than to value the corporation’s stock, it is often difficult to...more
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