Court of Chancery Orders Production of Emails, Denies Production of Privileged Communications in Books and Records Action Emps.’ Ret. Sys. of R.I. v. Facebook, Inc., C.A. No. 2020-0085-JRS (Del. Ch. Feb. 10, 2021) In a post-trial opinion, Vice Chancellor Joseph R. Slights III granted a stockholder’s request to inspect directors’ nonprivileged electronic communications, including emails, concerning settlement negotiations for the purpose of investigating whether Facebook overpaid in the settlement to protect its CEO, Mark Zuckerberg, from substantial personal liability. In July 2019, in connection with a data breach, Facebook agreed to pay $5 billion to the Federal Trade Commission (FTC) in exchange for the release of claims against the company and Mr. Zuckerberg personally. Facebook stockholder Employees’ Retirement System of Rhode Island (ERSRI) sought books and records to investigate whether Facebook spent corporate assets to protect Mr. Zuckerberg. Facebook produced some documents but refused to produce (i) electronic communications concerning the FTC negotiations and (ii) privileged documents (including electronic communications and unredacted copies of board and committee minutes) concerning the FTC negotiations. Facebook objected to producing these documents on two grounds. First, Facebook argued that the documents were not “necessary and essential” to ERSRI’s stated purpose for inspection. Second, Facebook claimed that inspection of certain of the documents was barred under attorney-client privilege and work product immunity.