News & Analysis as of

Shareholders Inspection Rights

Allen Matkins

Can The California Attorney General Enforce The Inspection Rights Of Stockholders And Directors Of Delaware Corporations?

Allen Matkins on

The California General Corporation Law expectedly grants inspection rights to shareholders and directors of California corporations.  Unexpectedly (at least to practitioners outside California), the GCL extends those rights...more

International Lawyers Network

Establishing a Business Entity in Italy (Updated)

1. Types of Business Entities - Italian law provides multiple forms of organizational structures to do business in Italy. They differ from one another due to the extent of liability undertaken by its members. In...more

Farrell Fritz, P.C.

Proceed with Caution: Strategy Considerations Before Making a Books and Records Demand

Farrell Fritz, P.C. on

The books and records demand often is the opening act in business divorce litigation. The relatively low burden that an owner must meet in order to obtain access to a company’s books and records, and the availability of an...more

Fox Rothschild LLP

A Corporate Riddle: When are Three Director Seats on a Five-Member Board not a Majority?

Fox Rothschild LLP on

Adam Downing had a rather ordinary request under North Carolina corporate inspections law. As a shareholder in Cycle Holdings, Inc. he wanted to inspect financial and business records of Cycle Labs, Inc. – a holding of Cycle...more

Patton Sullivan Brodehl LLP

Shareholder Inspection Rights Are Not An Automatic Right To Attorneys’ Fees

Recently the Court of Appeals has addressed a director’s inspection rights, and shareholder inspection rights and the associated opportunity to recover attorney fees and other expenses incurred in securing the inspection of...more

International Lawyers Network

Establishing A Business Entity In Italy (Updated)

1. Types of Business Entities - 1.1 Premises - The Italian law provides multiple forms of organizational structures in order to do business in Italy, which differ from one another due to the extent of the liability...more

WilmerHale

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

WilmerHale on

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

Fox Rothschild LLP

Court Sharply Limits Attorney Fee Award in Dispute Over Access to Corporate Records of Charlotte Country Club

Fox Rothschild LLP on

For the golf fan curious about the finances and back-office maneuvering of “Big Golf,” nothing has been better than the LIV Golf-PGA Tour throwdown played out in dueling press conferences, snippy tweets, and Saudi-funded...more

International Lawyers Network

Establishing A Business Entity In Italy (Updated)

1. Types of Business Entities - 1.1 Premises - The Italian law provides multiple forms of organizational structures in order to do business in Italy, which differ from one another due to the extent of the liability...more

Farrell Fritz, P.C.

Justice Platkin’s Primer on Shareholders’ Inspection Rights

Farrell Fritz, P.C. on

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

Fox Rothschild LLP

A Clubhouse Conundrum

Fox Rothschild LLP on

At one of Charlotte’s finest golf courses, Myers Park Country Club, the summer weather isn’t all that’s leaving some members hot under the collar. As the club embarks on a $27 million renovation plan tied to its 100th...more

Womble Bond Dickinson

The Business Judgment Rule Cannot Preclude Statutory Inspection Rights

Womble Bond Dickinson on

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

International Lawyers Network

Establishing A Business Entity In Italy (Updated)

1. Types of Business Entities - 1.1 Premises - The Italian law provides multiple forms of organizational structures in order to do business in Italy, which differ from one another due to the extent of the liability...more

Lowenstein Sandler LLP

Books and Records (Del.): Valuing Private Shares is a Proper Purpose

Lowenstein Sandler LLP on

Shareholder rights (at least in Delaware) include the right to inspect the books and records of the company for a “proper purpose”.  What is a proper purpose? We’ll be covering a number of cases in the coming months on this...more

White and Williams LLP

Move Over California, Delaware Law Applies to Internal Corporate Affairs

White and Williams LLP on

The Delaware Court of Chancery recently made news when it ruled that Delaware law, not California law, applied to a minority shareholder’s request to inspect the books and records of a Delaware corporation with its principal...more

Sheppard Mullin Richter & Hampton LLP

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

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

Cadwalader, Wickersham & Taft LLP

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

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

Kramer Levin Naftalis & Frankel LLP

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

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

Morris James LLP

Investor’s Desire to Criticize Proxy Contest Transactions Does Not Sustain Books and Records Request

Morris James LLP on

The Delaware Court of Chancery’s recent decision in High River Limited Partnership v. Occidental Petroleum, (Del. Ch. Nov. 14, 2019) considers whether a stockholder’s desire to investigate questionable—but not...more

A&O Shearman

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

A&O Shearman on

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

A&O Shearman

Delaware Supreme Court Clarifies That Section 220 Books And Records Demands Are Not Subject To A Presumption Of Confidentiality

A&O Shearman on

On August 7, 2019, in a decision authored by Justice Gary F. Traynor, the Delaware Supreme Court concluded that books and records produced to a stockholder under Section 220 of the Delaware General Corporation Law are not...more

McCarter & English, LLP

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

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

Skadden, Arps, Slate, Meagher & Flom LLP

Supreme Court Provides Further Guidance on Demands to Inspect Electronic Communications

Recently, Delaware corporations faced with demands for books and records under 8 Del. C. § 220 have increasingly been forced to contend with demands for electronic communications, such as emails. Historically, the Delaware...more

International Lawyers Network

Establishing A Business Entity In Italy

1. Types of Business Entities - 1.1 Premises - The Italian law provides multiple forms of organizational structures in order to do business in Italy, which differ from one another due to the extent of the liability...more

A&O Shearman

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

A&O Shearman on

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

40 Results
 / 
View per page
Page: of 2

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

Your first step to building a free, personalized, morning email brief covering pertinent authors and topics on JD Supra:
*By using the service, you signify your acceptance of JD Supra's Privacy Policy.
- hide
- hide