Books and Records Demand

In the recent decision of Mehta v. Kaazing CorporationC.A. No. 2017-0087-JRS (Del. Ch. Sept. 29, 2017), Vice Chancellor Slights examined a stockholder’s books and records request upon a Delaware corporation pursuant to 8 Del. C. § 220.  This opinion provides a useful roadmap for parties and practitioners seeking to inspect corporate books and

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 wrongdoing.

The recent decision of Rodgers v. Cypress Semiconductor Corp., C.A. No. 2017-0070-AGB (Del. Ch. Apr. 17, 2017) sheds light

Under Section 220 of the Delaware General Corporation Law (“DGCL”), only stockholders or directors have standing to make a demand to inspect a Delaware corporation’s books and records.  What happens if, after a books and records demand is made upon the corporation, but before an action is commenced before the Court of Chancery, the stock

Directors of companies generally have broad and unfettered rights to inspect the corporate records in order to fulfill their fiduciary duties owed to the company and its stockholders.  However, that right is not without limits.  When the company can demonstrate that the director sought inspection to compete or harm the company, the Court will deny

Does an individual who received a void issuance of stock from a Delaware corporation have standing to bring a books and records action under Section 220 of the Delaware General Corporation Law (“DGCL”)?

That issue was addressed in the recent decision of Pogue v. Hybrid Energy, Inc., C.A. No. 11563-VCG (Del. Ch. Aug. 5., 2016)

In the recent decision of Laborers’ District Council Construction Industry Pension Fund v. Bensoussan, C.A. No. 1123-CB (Del. Ch. June 14, 2016), the Court of Chancery was confronted with a motion to dismiss a derivative complaint on the basis of issue and claim preclusion.  Dismissal was sought under these grounds due to the dismissal

Often times, a Section 220 books and records action precedes derivative litigation.  However, it is not uncommon for one faction of stockholder plaintiffs to dive right into derivative litigation in another litigation, while another faction first seeks inspection of books and records before the Delaware Court of Chancery.  When that happens, and the non-Delaware case