In one of the more lengthy decisions issued in a books and records case commenced under 8 Del. C. § 220, Lebanon County Employees’ Retirement Fund, et al. v. AmerisourceBergen Corporation, Vice Chancellor Laster ordered AmerisourceBergen Corporation (“AmerisourceBergen” or the “Company”) to make available for inspection board-level documents formally evidencing the directors’ deliberations and
8 Del. C. Section 220
Delaware Supreme Court Clarifies Confidentiality Order Requirement in Books and Records Action
By Fox Rothschild LLP on
In the recent decision of Tiger v. Boast Apparel, Inc., No. 23, 2019 (Del. Aug. 7, 2019), the Delaware Supreme Court held that conditioning the inspection of documents pursuant to a demand under 8 Del. C. § 220 on the demanding party entering into a confidentiality agreement should be viewed as the exception, not…
Section 220 Books and Records Demand Denied by Court of Chancery
By Fox Rothschild LLP on
In the recent decision of Hoeller v. Tempur Sealy Int’l Inc., C.A. No. 2018-0336-JRS (Del. Ch. Feb. 12, 2019), the Court of Chancery adjudicated a books and records dispute brought pursuant to Section 220 of the Delaware General Corporation Law (“DGCL”). In a very careful and thoughtful memorandum opinion, Vice Chancellor Slights denied plaintiff’s…
Books and Records Action Dismissed in Light of Parallel Plenary Proceeding
By Fox Rothschild LLP on
In the recent decision of CHC Investments LLC v. Firstsun Capital Bancorp, C.A. No. 2018-0610-KSJM (Del. Ch. Jan. 24, 2019), the Court of Chancery dismissed a books and records action brought pursuant to Section 220 of the Delaware General Corporation Law (“DGCL”), in light of a parallel pending plenary action. The Court stated that…
Chancery Addresses Directors’ Rights to Inspect Books and Records of Delaware Corporation
By Fox Rothschild LLP on
A director of a Delaware corporation is afforded broad rights under 8 Del. C. § 220(d) to inspect a corporation’s books and records. In the recent decision of Schnatter v. Papa John’s Int’l, Inc., C.A. No. 2018-0542-AGB (Del. Ch. Jan. 15, 2019), the Delaware Court of Chancery examined a books and records demand…
Section 220 Demand Denied in Lawyer-Driven Litigation
By Fox Rothschild LLP on
In the recent decision of Wilkinson v. Schulman, C.A. No. 2017-0138-VCL (Del. Ch. Nov. 13, 2017), the Court of Chancery denied a Section 220 books and records demand on the basis that even though the demand stated a “proper purpose”, the purpose was merely crafted by counsel for the stockholder in a lawyer manufactured…
Incorporation Condition in Confidentiality Agreement Upheld in Books and Records Action
By Fox Rothschild LLP on
In the recent DGCL Section 220 books and records decision of The City of Cambridge Retirement System v. Universal Health Services, Inc., C.A. No. 2017-0322-SG (Del. Ch. Oct. 12, 2017), the Court of Chancery considered the propriety of a condition imposed by the defendant corporation in a confidentiality agreement that any subsequent litigation relying…
Court of Chancery Examines Section 220 Books and Records Inspection Demand
By Fox Rothschild LLP on
In the recent decision of Mehta v. Kaazing Corporation, C.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…
Void Issuance of Stock Does Not Confer Standing to Bring Section 220 Books and Records Action
By Fox Rothschild LLP on
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)…
Derivative Complaint Dismissed for Lack of Supporting Factual Allegation – Books and Records Request Should be Used to Develop Facts
By Fox Rothschild LLP on
In the recent decision of The Joseph Penar Family Trust v. Adams, C.A. 10441-VCG (Del. Ch. Apr. 28, 2016), Vice Chancellor Glasscock dismissed a derivative complaint for lack of supporting allegations. Here, plaintiff chose not to use a books and records demand to develop facts to support claims against fiduciaries. As stated by…