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In a recent opinion, the Delaware Supreme Court (the Court)
eased the burden on stockholders of Delaware corporations seeking
access to a corporation s books and records under Section 220
of the Delaware General Corporation Law (DGCL).
In
AmerisourceBergen Corporation v. Lebanon County
Employees Retirement Fund, 243 A.3d 417 (2020), the
Delaware Supreme Court affirmed a Delaware Court of Chancery
decision holding that (1) to state a proper purpose under Section
220, the plaintiff need not identify the particular course of
action the stockholder will take with the information gathered if
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In
Sylebra Capital Partners Master Fund, Ltd., and P Sylebra Ltd. v. Ronald O. Perelman et al., C.A. No. 2019-0843-JRS (Del. Ch. October 9, 2020), Sylebra Capital Partners Master Fund, Limited and P Sylebra Ltd. (together, “Plaintiff”), had sued Scientific Games, a Nevada corporation (“Company”), and its controlling stockholder and members of its Board (“Defendants”) for breaches of fiduciary duty and violations of the Delaware General Corporation Law (“DGCL”). The Company’s Nevada bylaws, however, contained a provision requiring stockholders to bring claims for breach of fiduciary duty in the courts of Clark County, Nevada. The Delaware Court of Chancery (the “Court”) granted Defendants’
To print this article, all you need is to be registered or login on Mondaq.com.
Delaware stockholders and directors have an important tool in
their arsenal to obtain information from a Delaware corporation:
Section 220 of the Delaware General Corporation Law
( DGCL ). The statute confers standing upon stockholders
or directors to demand inspection of the books and records of a
Delaware corporation. 8
Del. C. § 220. This post will
provide a primer on the litigation of books and records demands
pursuant to Section 220 of the DGCL before the Delaware Court of
Chancery.
The Books and Records Demand
The first step in making a books and records demand under
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