In the case of Oklahoma Firefighters Pension & Retirement System v. Citigroup, C.A. No. 9587-ML (Del. Ch. Apr. 24, 2015), the Delaware Court of Chancery affirmed the Final Report of Master LeGrow, and granted inspection rights to a plaintiff of CitiGroup in order to investigate possible wrongdoing of its Mexican subsidiary. We previously discussed the Final Report issued by Master LeGrow here.
Because exceptions were taken to the Final Report issued by the Master, the action was reviewed by Vice Chancellor Noble, which is the next step when exceptions are taken to a Master’s Report. The Court approved and adopted the Final Report and the recommendations contained therein.
As discussed in our prior post on this case, this decision is significant because it confirms that a shareholder can obtain inspection of the books and records of a corporate board whose foreign subsidiary is accused of wrongdoing under certain circumstances. Accordingly, merely because a corporation and its subsidiary are separate entities does not absolutely preclude the availability of inspection rights of a parent corporation’s subsidiary in connection with a Section 220 books and records action.