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Corporate Governance Discovery

Cadwalader, Wickersham & Taft LLP

No Need to Pile On: Delaware Court of Chancery Rejects LLC Books and Records Demand After Unitholder’s Months-Long Investigation

In a recent decision, Thomas J. Scaramellino v. Arencibia Holdco, LLC, the Delaware Court of Chancery refused to allow the unitholder of a Delaware LLC to access “informal” LLC books and records—email, text messages, Slack,...more

Goodwin

Shareholder Access to Privileged Documents: Views From England and the United States

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In England and the United States, legal professional privilege or attorney-client privilege is considered fundamental to the administration of justice, allowing clients to make confidential, full, and frank disclosure to...more

Ballard Spahr LLP

DE Chancery Court Curbs Inspection to Investigate Alleged Fraud

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In Scaramellino v. Arencibia Holdco, LLC, Delaware’s Chancery Court recently approved a limited liability company’s narrow production in response to a broad books and records inspection demand, despite the petitioner’s...more

Mayer Brown

Delaware Law Alert: Books and Records Inspection Under the Amended §220

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Delaware has overhauled its framework for stockholder books and records inspection rights. Amendments to Delaware General Corporation Law (DGCL) §220, enacted on March 25, 2025,1 seek to address the concern that inspection...more

McCarter & English, LLP

If You Want Damages for Trademark Infringement, Be Prepared to Do the Dew(berry)

Under federal trademark law, a winning trademark owner can seek a defendant’s profits from infringing use of the trademark. But just who is the “defendant” whose profits can be reached? Is it the corporate affiliate of the...more

Morris James LLP

Anonymous Sources in Newspaper Articles Sufficed to Sustain Credible Evidentiary Basis for Books and Records Demand Investigating...

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Stockholders in a Delaware corporation are entitled to inspect certain of the company’s books and records, under Delaware General Corporation Law Section 220. A prerequisite to inspection is that the stockholder has a proper...more

Herbert Smith Freehills Kramer

Second Circuit Affirms Order Compelling Disclosure of Attorney-Client Communications Subject to the Crime-Fraud Privilege...

On Feb. 7, 2025, the U.S. Court of Appeals for the Second Circuit in In re Two Grand Jury Subpoenas Dated Sept. 13, 2023 affirmed the Southern District of New York’s order compelling a partner at a law firm and the firm to...more

Fox Rothschild LLP

A Corporate “One Man Band” Might be a Lonely Road, but the Company is Not Always a Puppet

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Matthew Bagley worked for a claims adjustment firm in Louisiana as its claims manager for nearly three years before resigning to, allegedly, improperly compete against his former employer, M.D. Claims Group. In M.D. Claims...more

Farrell Fritz, P.C.

When Trying to Discover Tax Returns in Business Divorce Litigation, Bring Your A Game

Farrell Fritz, P.C. on

In many, perhaps most New York business divorce lawsuits, tax documents play a key role. Equity holder status is essential for standing to sue – including to dissolve, to sue derivatively on behalf of the entity, to sue...more

J.S. Held

Tag-Team Approach to Tackling Fraud

J.S. Held on

A phone call comes in from a panicked client, the owner of a small, successful business. Your client was reviewing some financial records – a task usually handled by a long–time and trusted employee – and the client noticed a...more

Latham & Watkins LLP

Litigation Over California’s Climate Disclosure Laws Continues to Discovery Phase

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In-scope entities should keep preparing for compliance with Senate Bills 253 and 261 as the lawsuit proceeds past an initial summary judgment motion....more

EDRM - Electronic Discovery Reference Model

The Future of AI Is Here—But Are You Ready? Learn the OECD’s Blueprint for Ethical AI

The future of Artificial Intelligence isn’t just on the horizon—it’s already transforming industries and reshaping how businesses operate. But with this rapid evolution comes new challenges. Ethical concerns, privacy risks,...more

Bradley Arant Boult Cummings LLP

Merely Copying In-House Counsel Does Not Necessarily Establish Attorney-Client Privilege

Businesses who employ in-house attorneys frequently assume that copying their lawyer on internal communications shields the communications from discovery because of the attorney-client privilege. In 1981, the U.S. Supreme...more

Sullivan & Worcester

The Supreme Court of Israel Issues Groundbreaking Decision on Derivative Claims, Referencing Article Co-Authored by Sullivan...

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Tel Aviv, Israel – Recently, in a precedential case, the Supreme Court of Israel (the "Supreme Court") cited and based its groundbreaking decision on an article co-authored by Amichay Tessler, a litigation partner in Sullivan...more

A&O Shearman

Overcoming eDiscovery-related chat data challenges: Part 3: during an investigation

A&O Shearman on

This post provides tips from our eDiscovery experts on the identification and preservation of chat data during an investigation - Chat data will inevitably need to be collected for review if an investigation or dispute...more

American Conference Institute (ACI)

The Role of Artificial Intelligence in Ephemeral Messaging

As U.S. regulators and enforcement authorities alike become increasingly focused on corporate oversight practices of their employees' use of third-party messaging applications, including ephemeral messaging, companies should...more

Mintz - Securities & Capital Markets...

Caremark Liability Following the SEC’s New ESG Reporting Requirements

Recent developments in the Court of Chancery concerning a corporate board’s duty to monitor and provide oversight over a corporation’s operations, so-called Caremark claims, are likely to intersect with the Securities and...more

Allen Matkins

Court Orders Discovery In Derivative Action Challenging Racial Diversity

Allen Matkins on

Last year, the City of Pontiac General Employees' Retirement System filed a derivative suit against the Board of Directors and Chief Executive Officer of Cisco Systems, Inc.  The gist of the complaint was that the "Defendants...more

Dorsey & Whitney LLP

Delaware Court of Chancery Strictly Construes Shareholder Representative Provision, Complicating Discovery from Shareholders

Dorsey & Whitney LLP on

Following a recent Delaware case, buyers in M&A deals should ensure that their purchase agreements adequately provide for access to information from the seller in case of post-closing disputes. In Fortis Advisors, LLC v....more

Herbert Smith Freehills Kramer

Delaware Chancery Court Holds That Stockholders Had a “Proper Purpose” to Seek Board Materials From Opioid Distributor, and Orders...

In a 63-page decision issued on Jan. 13, 2020, in Lebanon County Employees’ Retirement Fund v. AmerisourceBergen Corporation, Vice Chancellor J. Travis Laster of the Delaware Court of Chancery found that stockholders of...more

Allen Matkins

Federal Court Blocks Shareholder Inspection Of Delaware Corporation's Records Pursuant To California Statute

Allen Matkins on

United States District Court Judge Haywood S. Stirling, Jr. yesterday blocked a stockholder's attempt to use California's shareholder inspection statute to gain access to a corporation's "books and records and minutes of...more

Proskauer - Corporate Defense and Disputes

The Importance of Documenting Corporate Actions: Delaware Supreme Court Requires Production of Emails in Books-and-Records Request

The Delaware Supreme Court held yesterday that a corporation can be required to produce emails and other electronic documents where necessary to satisfy a shareholder’s legitimate request to inspect corporate books and...more

Littler

2015 Hot Topics for Multinational Companies

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As we enter the New Year, Littler's international practice has identified a number of key employment and labor law issues for multinational companies (MNCs). The past year has brought to the fore some challenging issues...more

Skadden, Arps, Slate, Meagher & Flom LLP

Inside The Courts - March 2013 | Volume 5 | Issue 1

In This Issue: *U.S. SUPREME COURT - Class Certificaton - Amgen Inc. v. Conn. Ret. Plans and Trust Funds, No. 11 1085 (U.S. Feb. 27, 2013) - Statutes of Limitations - Gabelli v. Sec. & Exch. Comm’n, No....more

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