How to Respond When OSHA Knocks
In a recent decision, the Eastern Caribbean Supreme Courts’ Court of Appeal reaffirmed the statutory rights of directors under the BVI Business Companies Act, 2004 (the “BCA”) to inspect company documents, including...more
1. Types of Business Entities - Italian law provides multiple forms of organizational structures to do business in Italy. They differ from one another due to the extent of liability undertaken by its members. In...more
The California General Corporation Law expectedly grants inspection rights to shareholders and directors of California corporations. Unexpectedly (at least to practitioners outside California), the GCL extends those rights...more
This year the Court in Fowler v. Golden Pacific BanCorp, Inc. (2022) 80 Cal.App.5th 205, expressly affirmed a director’s broad right of inspection, subject to extreme exceptions. The source of the dispute stemmed from an...more
1. Types of Business Entities - 1.1 Premises - The Italian law provides multiple forms of organizational structures in order to do business in Italy, which differ from one another due to the extent of the liability...more
Corporate books and records demands are on the rise. And as the Delaware courts have made it easier for shareholders to demonstrate a proper purpose to seek inspection, corporations increasingly must defend these actions by...more
This space has previously discussed the question of just how absolute a director's "absolute" right of of inspection really is. See When Is A Director’s Inspection Right Not Absolute? and Defining The Metes And Bounds Of A...more
Where a corporation’s board of directors decided to take a particular course of action that was unpopular with a shareholder, the board could not invoke the business judgment rule to prevent the shareholder’s statutory right...more
The Delaware Court of Chancery recently made news when it ruled that Delaware law, not California law, applied to a minority shareholder’s request to inspect the books and records of a Delaware corporation with its principal...more
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
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
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
Yesterday's post told of Dick Plantagenet's "winter of discontent" when learned of Henry Tudor's demand to inspect the books, records, and minutes of his small Delaware corporation, Cwmni Cyfyngedig, Inc. ("CCL"). Henry...more