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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

Cooley LLP

Law of Privilege: ‘Shareholder Rule’ Held to Be Unjustifiable

Cooley LLP on

In its decision last year in Aabar Holdings SARL v. Glencore PLC & Others, the High Court handed down a landmark ruling overturning the ‘shareholder rule’, which has been applied to the analysis of legal professional...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

A&O Shearman

Delaware Court Of Chancery Rejects Stockholder’s Section 220 Books And Record Demand In Connection With Corporation’s Expression...

A&O Shearman on

On June 27, 2023, Vice Chancellor Lori W. Will of the Delaware Court of Chancery issued a judgment in favor of a “leading media and entertainment” company with a “substantial presence in Florida” (the “Corporation”),...more

Skadden, Arps, Slate, Meagher & Flom LLP

Insights: The Delaware Edition - June 2023

Skadden, Arps, Slate, Meagher & Flom LLP on

In a case of first impression, the Court of Chancery held recently that officers, like directors, owe their companies a duty of oversight, although the scope of that will vary with their responsibilities. Two other Chancery...more

Farrell Fritz, P.C.

The Worst of Both Worlds: Untimely Buyout Election Yields Full Merits Hearing and Huge Bond

Farrell Fritz, P.C. on

Nine months ago, we wrote about a 20% shareholder, Alvin Clayton Fernandes, whose bare bones petition Manhattan Supreme Court Justice Frank P. Nervo found stated sufficient grounds to judicially dissolve a seemingly...more

Proskauer - Minding Your Business

Delaware Chancery Holds Early Committee Appointment Necessary to Cleanse Conflict from Corporate Transactions

Proskauer - Minding Your Business on

In Salladay v. Lev, the Delaware Chancery Court elaborated on how early a corporate board must take protective measures to shield a conflicted transaction from entire fairness review. Salladay involved a motion to dismiss a...more

McDermott Will & Schulte

Court of Chancery Expands Stockholder Right to Corporate Books and Records

McDermott Will & Schulte on

In a recent post-trial opinion, Vice Chancellor Laster of the Delaware Court of Chancery issued an important decision regarding stockholder books and records demands under Section 220(b) of the Delaware General Corporation...more

Jones Day

Privileges Against Self-Incrimination and Penalties to Impact Australian Class Action Strategy

Jones Day on

The Background: In a shareholder class action, the plaintiff sought discovery of documents from the defendant partnership in relation to alleged statutory contraventions associated with its role as auditor of a company that...more

Polsinelli

Delaware Court of Chancery Rejects Lawyer-Driven Stockholder Books and Records Demand in Wilkinson v. Schulman

Polsinelli on

Stockholder books and records demands are investigatory tools that often are a prelude to litigation directed at corporate fiduciaries. In rejecting a stockholder books and records demand, the Delaware Court of Chancery...more

Skadden, Arps, Slate, Meagher & Flom LLP

"Court of Chancery Provides Guidance on 'Credible Basis' Standard for Obtaining Books"

Skadden, Arps, Slate, Meagher & Flom LLP on

The Delaware Supreme Court has held that strict adherence to the procedural requirements of Section 220 of the Delaware General Corporation Law “protects the right of the corporation to receive and consider a demand in proper...more

Brooks Pierce

You Aren't Entitled to "Original" Corporate Records When Making A Shareholder Inspection Request

Brooks Pierce on

When is the last time that you needed an "original" document for a trial? Maybe never. The Rules of Evidence permit the admissibility of "duplicates."...more

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