This is an interesting decision because it explains inspection rights in the LLC context under the two different standards set out in Section 18-305(a) and (b) of the LLC Act. As expected, it is better to seek inspection as a...more
This is a precedent-setting decision in the books and records context. In it, the Court imposes an “Incorporation Condition” on the stockholder’s inspection. That is, a stockholder who establishes a credible basis to inspect...more
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
First, the discovery cannot be of the very records the plaintiff seeks to obtain, for that will give him the relief he seeks before he proves his case. Second, it is often the case that the records are being sought for use in...more
While the test for books and records inspection to check on possible wrongdoing is very liberal, it is not without its limits. This decision permits inspection, if limited, even when the alleged wrongdoing is at the level of...more
Everyone knows that a proper purpose is needed to justify inspection of a company’s records and that investigating wrongdoing is such a proper purpose. But is it enough to just allege that alone, even when there is sufficient...more
A Master holds that the Court should not impose trading restrictions after a books and records inspection but should impose a confidentiality provision. ...more