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Fiduciary Duty Inspection Rights

Morris James LLP

Chancery Finds That Stockholder’s Broad Section 220 Demand Lacked The Precision And Plus Factors Required To Entitle Shareholder...

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Oklahoma Firefighters Pension & Ret. Sys. v. Amazon.com, Inc., C.A. No. 2021-0484-LLW (Del. Ch. June 1, 2022) - In reviewing the propriety of a stockholder’s Section 220 demand to inspect corporate records, Delaware courts...more

Sheppard Mullin Richter & Hampton LLP

California Court of Appeal Reaffirms Broad Inspection Rights Accorded to Directors Under Section 1602 of the California...

In Fowler v. Golden Pacific Bancorp, Inc., 2022 Cal. App. LEXIS 548 (Cal. App. June 23, 2022), the California Court of Appeal, Third Appellate District (Krause, J.), reinforced the near absolute right of directors of a...more

Lowenstein Sandler LLP

Is a Limited Partner’s Waiver of Their Statutory Right to Book and Records Enforceable? The Answer is Less than Clear.

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Inspection rights in a partnership agreement are frequently ignored until a dispute arises. And by that time, a limited partner’s degree of access may make the difference as to whether a lawsuit is ultimately filed. ...more

Cadwalader, Wickersham & Taft LLP

Delaware Court of Chancery Finds No Showing of Actionable Claim Required to Inspect Books and Records

In Lebanon County Employees’ Retirement Fund, et al. v. AmerisourceBergen Corporation, the Delaware Court of Chancery ordered the inspection of the books and records of AmerisourceBergen Corporation, one of the leading opioid...more

Skadden, Arps, Slate, Meagher & Flom LLP

Key Developments in Delaware Corporation Law

Consistent with trends in recent years, in 2019 Delaware corporation law largely was shaped by post-closing suits for money damages against directors who had approved mergers and acquisitions. Two Delaware Supreme Court...more

Patton Sullivan Brodehl LLP

Why LLC Managers Should Take Member “Books and Records” Requests Seriously

Under California’s Revised Limited Liability Company Act (“RULLCA”), LLC participants have substantial freedom to structure their relationship in a customized manner under their governing operating agreement.  But one of the...more

A&O Shearman

Delaware Court Of Chancery Finds A Circumstantial Connection To Negative Corporate Developments Insufficient To Trigger Inspection...

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On February 12, 2019, Vice Chancellor Joseph R. Slights III of the Delaware Court of Chancery denied a books and records demand of a mattress company’s (the “Company”) stockholder in connection with the termination of the...more

A&O Shearman

Delaware Supreme Court Grants Stockholder's Section 220 Demand As To Certain Email, And Grants Requested Exceptions To...

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On January 29, 2019, in a decision authored by Chief Justice Leo E. Strine Jr., the Supreme Court of Delaware unanimously granted a stockholder petitioner’s demand under Delaware General Corporation Law Section 220, 8 Del. C....more

Farrell Fritz, P.C.

Inspection Rights, Oral Operating Agreements, and Other Pop-Diva Delights

Farrell Fritz, P.C. on

Over the last several years, the books-and-records proceeding and its corresponding shareholder rights of inspection seem to have entered a bit of renaissance period in the courts. ...more

Morris James LLP

Court Of Chancery Explains Proper Purpose Analysis

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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

A&O Shearman

Delaware Court Of Chancery Rejects Books-And-Records Demand Driven By Entrepreneurial Counsel

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On November 13, 2017, Vice Chancellor J. Travis Laster of the Delaware Court of Chancery rejected a stockholder’s demand to inspect books and records of A. Shulman, Inc. (the “Company”) under Delaware General Corporation Law...more

Holland & Knight LLP

Overhaul of Illinois LLC Act Provides Modernization, Increased Flexibility

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Significant changes have been made to the Illinois Limited Liability Company Act (the Act) that will impact both existing and new LLCs. These changes, which took effect on July 1, 2017, were designed in part to bring the Act...more

Morris James LLP

Court of Chancery Denies Director Full Inspection Rights

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This is an almost unprecedented decision to limit the inspection rights of a corporate director. Directors generally have “essentially unfettered” access to the corporate records to fulfill their fiduciary roles. ...more

Morris James LLP

Court Of Chancery Explains Director Right To Information And What Communications Qualify As Corporate Books and Records

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This is one of those scarce cases dealing with director access to a corporation’s books and records. After all, Delaware law provides directors with an almost unlimited right to a corporation’s records needed for them to...more

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