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Discovery Shareholders

Akin Gump Strauss Hauer & Feld LLP

Judicial Committee of the Privy Council Declares the End of the ‘Shareholder Rule’ Regarding Privilege

In a landmark ruling handed down on 24 July 2025 (Jardine Strategic Limited (Appellant) v Oasis Investments II Master Fund Ltd and 80 others (Respondents) No 2 (Bermuda) [2025] UKPC 34), the Judicial Committee of the Privy...more

BCLP

Legal Privilege - the King has been advised - the Shareholder Rule no longer applies under English Law

BCLP on

Yesterday in a landmark decision, Jardine Strategic Limited v Oasis Investments II Master Fund Ltd and others, the Privy Council, on appeal from Bermuda’s Court of Appeal, has changed the law....more

Goodwin

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

Goodwin on

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

Allen Matkins

Is There A Contemporaneous Membership Requirement For LLC Inspections?

Allen Matkins on

The Nevada Limited Liability Company Act provides “a manager” of a limited liability company “shall promptly deliver . . . a copy of the information required to be maintained by paragraphs (1), (2), and (4) of subdivision (d)...more

Morris James LLP

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

Morris James LLP on

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

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

Sullivan & Worcester

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

Sullivan & Worcester on

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

Morris James LLP

Chancery Orders Discovery Record Be Made Available to Stockholders in the Settlement Class

Morris James LLP on

In re AMC Entertainment Hldgs., Inc. S’holder Litig., 2023-0215-MTZ (Del. Ch. May 20, 2023) - Under Delaware law, class members are entitled to access to the discovery record to assess the terms of a proposed class action...more

Morris James LLP

Chancery Prioritizes Efficiency in Ruling on Discovery Motions

Morris James LLP on

Brown v. Matterport, Inc., 2021-0595-LWW (Del. Ch. Jun. 5, 2023) - The plaintiff sued alleging that the defendants had used lockup restrictions to improperly prevent him from selling shares....more

Fox Rothschild LLP

Silence as to Some Facts in a Complaint can be Golden

Fox Rothschild LLP on

A dispute between co-owners of a trampoline park in Asheville came before the Business Court, appropriately enough, on defendants’ motion to bounce plaintiffs’ claims regarding misappropriation of funds. In Bivins v....more

HaystackID

[Webcast Transcript] Best Practices for Selecting, Staffing, and Supporting Complex and High-Velocity Legal Document Reviews

HaystackID on

Editor’s Note: In this insightful webcast hosted by HaystackID on April 19, 2023, our expert panel delved into the best practices for selecting, staffing, and supporting complex and high-velocity legal document reviews. The...more

A&O Shearman

Delaware Court Of Chancery Limits Discovery In Appraisal Proceeding To Materials Available In Books-And-Records Demand

A&O Shearman on

On January 31, 2022, Chancellor Kathaleen St. J. McCormick of the Delaware Court of Chancery partially granted a protective order brought by Zoox, Inc. (“respondent” or “Zoox”) limiting discovery requests by stockholders in a...more

Goodwin

Delaware Federal Court Dismisses Shareholder Derivative Suit Concerning Lack of Board Diversity

Goodwin on

Delaware Federal Court Dismisses Shareholder Derivative Suit Concerning Lack of Board Diversity; California Federal Court Dismisses Shareholder Class Action Against Sorrento Therapeutics Regarding COVID-19 Treatment; Delaware...more

Morris James LLP

Chancery Declines to Order Production of Privileged Document

Morris James LLP on

Drachman v. BioDelivery Sciences International, Inc., C.A. No. 2019-0728-LWW (Del. Ch. Aug. 25, 2021) - Drachman addresses the attorney-client privilege, certain exceptions thereto, including the Garner doctrine, and...more

Goodwin

Northern District of California Kicks Shareholder Derivative Suit Against Alphabet, Inc. for Failing to Allege Demand Futility

Goodwin on

Northern District of California Kicks Shareholder Derivative Suit Against Alphabet, Inc. For Failing to Allege Demand Futility; Rare Securities “Holder’s Claim” Trial Results in Jury Verdict for Defendants; Delaware Court of...more

Bennett Jones LLP

Ten Takeaways for Private M&A Sellers and Buyers in Canada from Recent Court Decision

Bennett Jones LLP on

A private M&A purchase agreement customarily includes extensive representations and warranties and indemnification provisions. Post-closing, if the buyer alleges a breach of those provisions claiming significant damages, 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

Seyfarth Shaw LLP

Access to Corporate Books and Records Under Delaware Law: Can Shareholders Obtain Privileged Documents Too?

Seyfarth Shaw LLP on

Requests for the inspection of books and records pursuant to Section 220 of the Delaware General Corporation Law is an important part of corporate litigation in Delaware. One important issue for these types of proceedings is...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

McGlinchey Stafford

Am I a party entitled to enforce a promissory note?

McGlinchey Stafford on

Shareholder Derivative Lawsuit Aungst v. Light, 9th Dist. Summit No. 29349, 2020-Ohio-3347 In this appeal, the Ninth Appellate District affirmed the trial court’s decision, finding that when a shareholder’s derivative...more

Morris James LLP

Chancery Finds Stockholder Representative Did Not Control Former Stockholders’ Discoverable Material

Morris James LLP on

Fortis Advisors LLC v. Allergan W.C. Holding Inc., C.A. No. 2019-0159-MTZ (Del. Ch. May 14, 2020). Plaintiff, as representative for the former stockholders of Oculeve, Inc., sued Defendant Allergan for alleged material...more

Sheppard Mullin Richter & Hampton LLP

Delaware Court of Chancery Strictly Construes Right to Discovery of Stockholders Represented By a Contractually Created...

Merger agreements involving acquisitions of private companies often contain terms creating post-merger obligations or “earnouts” in favor of certain classes of selling stockholders. To address potential claims that may arise...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

Skadden, Arps, Slate, Meagher & Flom LLP

Recent Trends in Books and Records Litigation

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

Skadden, Arps, Slate, Meagher & Flom LLP

Supreme Court Provides Further Guidance on Demands to Inspect Electronic Communications

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

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