News & Analysis as of

Books & Records

Court Of Chancery Rejects Attorney-Driven Books And Records Demand

by Morris James LLP on

Wilkinson v. A. Schulman, Inc., C.A. No. 2017-0138-VCL (Nov. 13, 2017) - This decision has potential far-reaching consequences for shareholder-plaintiff litigation. As is well known, some entrepreneurial plaintiff-side...more

Delaware Court of Chancery Rejects "Lawyer-Driven" Section 220 Demand

On November 13, 2017, the Delaware Court of Chancery issued a short but potentially important opinion in Jack Wilkinson v. A. Schulman, Inc., an action to inspect books and records brought under Section 220 of the Delaware...more

Rethinking Independence in Internal Investigations

by Farella Braun + Martel LLP on

For a company under actual or potential government scrutiny, an independent internal investigation performed by outside counsel, sometimes coupled with cooperation with the government, can mean the difference between...more

Lawyers Beware: Battle of Legal Professional Privilege of Internal Investigation Continues in England and Wales

Last month, the Court of Appeal of England and Wales granted permission for Eurasian Natural Resources Corp. Ltd. (“ENRC”) to appeal the May 2017 decision by the High Court relating to a dispute over the legal professional...more

SEC's Office of Compliance Inspections and Examinations Issues Risk Alert for Municipal Advisors

by Bracewell LLP on

On November 7, 2017, the Office of Compliance Inspections and Examinations (“OCIE”) of the U.S. Securities and Exchange Commission (“SEC”) issued a risk alert that described the staff’s observations from over 110 examinations...more

Company, Officers Litigating Financial Fraud Action With SEC

by Dorsey & Whitney LLP on

While retail customers and cyber may be key areas for a refocused SEC enforcement program, financial fraud remains a critical and important area of concentration. This focus is will illustrated by the recent action filed...more

Chancery Approves Incorporation of Reference Condition in Section 220 Litigation

by Morris James LLP on

Books and records actions are heralded as the “tools at hand” for litigators pursuing shareholder claims against a corporation. In fact, the Delaware Court of Chancery has been critical of litigants who failed to take...more

Factors to take into account when dealing with a request to inspect a company's register of members

by Dentons on

The Court of Appeal has considered two issues regarding a request to inspect a company's register of members. First, whether a request is valid if it does not contain all the information required by the Companies Act 2006...more

For US Employers Operating in Mexico, Anti-Corruption Compliance Now is a Multi-Jurisdictional Obligation

by Fisher Phillips on

For several decades, US employers operating in Mexico (or anywhere else around the globe, for that matter) have been subject to – and, therefore, should be aware of – the tenets of the federal Foreign Corrupt Practices Act...more

Getting Your Ducks in a Row

by Bowditch & Dewey on

This past August, Sapporo bought Anchor Brewing. Anheuser-Busch InBev has bought Wicked Weed, Four Peaks, and many more breweries. If and when your turn comes, will you be ready? Here are a few things craft breweries can do...more

A Member By Any Other Name . . . May Have Access to LLC Books and Records

by Farrell Fritz, P.C. on

I’ve said it before, I’ll say it again: for professionals who dwell in the world of LLCs, whether as transactional, tax, or litigation counsel, attending the annual, two-day LLC Institute, sponsored by the LLCs, Partnerships...more

Court of Chancery Imposes Incorporation By Reference Condition On Books and Records Production

by Morris James LLP on

The City Of Cambridge Retirement System v. Universal Health Services Inc., C.A. No. 2017-0322-SG (Oct. 12, 2017) - A stockholder may inspect a corporation’s records for any recognized proper purpose, including...more

Incorporation Condition In Confidentiality Agreement Upheld In Books And Records Action

by Fox Rothschild LLP on

In the recent DGCL Section 220 books and records decision of The City of Cambridge Retirement System v. Universal Health Services, Inc., C.A. No. 2017-0322-SG (Del. Ch. Oct. 12, 2017), the Court of Chancery considered the...more

Court Of Chancery Examines Books And Records Inspection Demand

by Fox Rothschild LLP on

In the recent decision of Mehta v. Kaazing Corporation, C.A. No. 2017-0087-JRS (Del. Ch.), Vice Chancellor Slights examined a stockholder’s books and records request upon a Delaware corporation pursuant to 8 Del. C. § 220. ...more

Russian Legislation Update: June – August 2017

by White & Case LLP on

Corporate - On 29 July 2017 the President signed Federal Law No. 233-FZ amending the JSC Law and LLC Law. The amendments to the JSC Law relate to the scope of documents and information that shareholders can request from...more

Countdown to New Form ADV – Are You Ready?

by Dorsey & Whitney LLP on

October 1st is less than a month away. That’s the effective date for the new Form ADV (Uniform Application for Investment Adviser Registration and Report by Exempt Reporting Advisers). ...more

Brokers Have To Be Reminded To Avoid Using Personal Emails And Texts

by Fox Rothschild LLP on

Despite numerous warnings, some people just do not get it. The SEC barred a broker from the industry because the broker used personal email and text messages to obtain client investments....more

Chancery Declines Applying 'Garner' Exception to Privileged Documents in Books-and-Records Action

by Morris James LLP on

In the recent decision in Salberg v. Genworth Financial,the Delaware Court of Chancery declined to compel the production of attorney-client privileged documents in a books-and-records action. In Salberg, Vice Chancellor...more

This Week In Securities Litigation

by Dorsey & Whitney LLP on

The SEC filed an insider trading case this week based on three separate trading chains that netted $5 million in trading profits, all back to a New York City bank official. The Manhattan U.S. Attorney’s Office filed a...more

Court Of Chancery Protects Privilege In Books and Records Action And Addresses Corwin’s Effect On Mismanagement Investigation...

by Morris James LLP on

Salberg v. Genworth Financial Inc., C.A. No. 2017-0018-JRS (July 27, 2017) - This is an important decision for its analyses implicating the Garner and Corwin rules. The Garner rule is that, under certain narrow...more

Chancery Recommends Rule to Determine Preclusive Effect of Judgments in Prior Derivative Actions

by Morris James LLP on

The predominant approach in most jurisdictions to determine whether the dismissal of a derivative action based on the failure to adequately plead demand futility bars re-litigation of this issue in a subsequent derivative...more

Delaware Chancery Court Holds Garner Fiduciary Exception Does Not Justify Compelled Production Of Privileged Documents Relevant To...

by Shearman & Sterling LLP on

On July 27, 2017, Vice Chancellor Joseph R. Slights III of the Delaware Court of Chancery found that stockholder plaintiffs had not satisfied their burden of showing “good cause” under the Garner fiduciary exception to the...more

Bridging the Week - August 2017

OCC Seeks Input How Volcker Regulations Should Be Amended: The Office of the Comptroller of the Currency solicited comment on how the specific requirements it adopted to implement the so-called “Volcker Rule” should be...more

Evolution of Your Compliance Program

by Thomas Fox on

One of the most consistent themes from the Department of Justice (DOJ) regarding Foreign Corrupt Practices Act (FCPA) compliance programs has been continuous evolution. As far back as 2009, I heard Lanny Breuer say that your...more

SEC Brings First Corporate FCPA Enforcement Action Under Its New Leadership

by Shearman & Sterling LLP on

On July 27, 2017, the Securities and Exchange Commission (“SEC”) brought an enforcement action against Halliburton Company, a Houston-based oilfield services corporation. Specifically, the SEC alleged that Halliburton...more

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