Litigation developments: fundamental shareholder rights.
Last week’s Corporate Guide discussed one circumstance — in the context of stockholder litigation — where directors’ and officers’ emails may be requested and produced, a books and records demand under Section 220 of the...more
Recently, the frequency of stockholder demands to inspect corporate books and records pursuant to Section 220 of the Delaware General Corporation Law has increased. In turn, the case law concerning Section 220 demands is...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
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
Recently, Delaware corporations faced with demands for books and records under 8 Del. C. § 220 have increasingly been forced to contend with demands for electronic communications, such as emails. Historically, the Delaware...more
The Delaware Supreme Court recently ordered a corporation to produce emails and other electronic documents in response to a stockholder’s request to inspect books and records under Section 220 of the Delaware General...more
Section 220 of the Delaware General Corporation Law allows stockholders to inspect various books and records of a company upon showing a proper purpose for the request, among other statutory requirements. In this electronic...more
On January 29, 2019, the Delaware Supreme Court provided guidance to the Court of Chancery regarding the scope of a stockholder’s inspection rights under Section 220 of the Delaware General Corporation Law or similar LLC or...more
Companies that do not follow corporate formalities and accepted bookkeeping practices may be more susceptible to an expansion of the types or forms of records they have to make available—namely email communications— to...more
KT4 Partners LLC v. Palantir Technologies Inc., No. 281, 2018 (Del. Jan. 29, 2019) (Strine, Chief Justice). Two prevailing questions for books and records inspections under Section 220 of the Delaware General Corporation...more
UPDATE: On August 5, 2020, the Delaware Supreme Court summarily affirmed the judgment of the Court of Chancery “on the basis of and for the reasons stated in its January 25, 2019 opinion.” Section 220 of the Delaware...more
Two recent Delaware Court of Chancery decisions demonstrate that narrow statutory standards continue to govern access to corporate books and records pursuant to Section 220 of the Delaware General Corporation Law. In the...more
In Amalgamated Bank v. Yahoo!, Inc., C.A. No. 10774-VCL (Del. Ch. Feb. 2, 2016), Plaintiff Amalgamated Bank’s Section 220 books and records demand sought, among other things, the emails of certain Yahoo officers and...more