Shareholders, Shareholder Litigation, Inspection Rights

What Are “Books and Records”? Delaware Reduces Uncertainty Surrounding Stockholder Inspection Rights

Goodwin on 3/31/2025

With the whirlwind of recent events threatening Delaware’s standing as the preeminent jurisdiction for incorporation in America, press coverage understandably has centered around certain high-profile billionaires and the...more

Recent Decisions From Delaware Court of Chancery Slow Trend Toward Wider Inspection in Corporate Books and Records Demands

WilmerHale on 9/12/2022

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

Justice Platkin’s Primer on Shareholders’ Inspection Rights

Farrell Fritz, P.C. on 1/10/2022

The books and records proceeding often is the first time that a dispute between a minority shareholder and the majority enters the courtroom. Suspicious of misconduct or mismanagement, the minority shareholder demands to...more

The Business Judgment Rule Cannot Preclude Statutory Inspection Rights

Womble Bond Dickinson on 8/4/2021

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

Delaware Court of Chancery Applies the Internal Affairs Doctrine to Deny Stockholder Inspection Rights Under a Foreign State’s Law

Sheppard Mullin Richter & Hampton LLP on 8/23/2020

In Juul Labs, Inc. v. Grove, 2020 Del. Ch. LEXIS 264 (Del. Ch. Aug. 13, 2020) (Laster, V.C.), the Delaware Court of Chancery held that the “internal affairs doctrine” bars a stockholder of a Delaware corporation headquartered...more

Delaware Court of Chancery Finds No Showing of Actionable Claim Required to Inspect Books and Records

Cadwalader, Wickersham & Taft LLP on 1/29/2020

In Lebanon County Employees’ Retirement Fund, et al. v. AmerisourceBergen Corporation, the Delaware Court of Chancery ordered the inspection of the books and records of AmerisourceBergen Corporation, one of the leading opioid...more

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

Herbert Smith Freehills Kramer on 1/28/2020

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

Delaware Court Of Chancery Rejects Demand To Inspect Books And Records Under Section 220 To Aid In Proxy Contest

A&O Shearman on 11/19/2019

On November 14, 2019, Vice Chancellor Joseph R. Slights III of the Delaware Court of Chancery rejected a demand by stockholders of Occidental Petroleum Corporation under Section 220, 8 Del. C. § 220, for documents and...more

New Jersey Supreme Court Affirms The Proper Scope Of Shareholders’ Right To Inspect Books And Records

McCarter & English, LLP on 6/19/2019

The New Jersey Supreme Court affirmed per curiam the Appellate Division’s decision in R.A. Feur v. Merck & Co., Inc. and its strict adherence to the New Jersey corporate statute N.J.S.A. 14A:5-28 governing “books and records”...more

Delaware Supreme Court Grants Stockholder's Section 220 Demand As To Certain Email, And Grants Requested Exceptions To...

A&O Shearman on 2/5/2019

On January 29, 2019, in a decision authored by Chief Justice Leo E. Strine Jr., the Supreme Court of Delaware unanimously granted a stockholder petitioner’s demand under Delaware General Corporation Law Section 220, 8 Del. C....more

Shareholder Inspection Rights for Closely Held Corporations

Brooks Pierce on 6/13/2018

The North Carolina Business Court recently strengthened the hands of minority shareholders in closely-held corporations. N.C. Gen. Stat. § 55-16-02(b) affords qualified shareholders the right to “inspect and copy: (1)...more

Court Of Chancery Explains Proper Purpose Analysis

Morris James LLP on 2/27/2018

KT4 Partners LLC v. Palantir Technologies Inc., C.A. 2017-0177-JRS (February 22, 2018) - When a demand to inspect corporate records states a purpose other than to value the corporation’s stock, it is often difficult to...more

Chancery Finds Credible Basis for Wrongdoing Warranting Inspection of Books and Records

Fox Rothschild LLP on 4/30/2017

As discussed in various prior posts, a petitioner making a Section 220 books and records demand must state a “proper purpose” to justify inspection. Commonly approved purposes include valuation of stock, and investigation of...more

Delaware Court of Chancery Holds that Cancellation of Shares Through Merger Deprives Stockholder of Standing in Section 220 Action

Sheppard Mullin Richter & Hampton LLP on 3/10/2017

In Weingarten v. Monster Worldwide, Inc., C.A. No. 12931-VCG, 2017 WL 752179 (Del. Ch. Feb. 27, 2017), the Delaware Court of Chancery (Glasscock, V.C.) clarified when a plaintiff has standing to vitiate inspection rights...more

Delaware Supreme Court to Chancery: You Have Broad Powers

Morris James LLP on 1/22/2015

Books-and-records litigation does not typically grab headlines. In fact, few cases litigated under Section 220 of the Delaware General Corporation Law result in written opinions authored by the Delaware Supreme Court. ...more

This Stockholder Would Rather Fly To Delaware Than Drive To L.A.

Allen Matkins on 1/14/2015

Yesterday’s post mentioned the recent Delaware Supreme Court decision in United Techs. Corp. v. Treppel, 2014 Del. LEXIS 608 (Del. Dec. 23, 2014). The case involved an inspection demand under Section 220 of the Delaware...more

Shareholders › Shareholder Litigation › Inspection Rights

"My best business intelligence, in one easy email…"