Oklahoma Firefighters Pension & Retirement System v. Citigroup Inc., No. 9587, final report issued (Del. Ch. Sept. 30, 2014). This decision by a Master in Chancery is of importance to the extent it is the first trial court decision to apply the recent Delaware Supreme Court’s Wal-Mart decision, highlighted on these pages, in connection with the types of data a shareholder can demand from a corporate board whose foreign subsidiary is credibly accused of wrongdoing, pursuant to DGCL Section 220. This ruling is subject to de novo review by the Court of Chancery. The money quote from the decision follows:
Having established a proper purpose for its inspection, Plaintiff bears the additional burden of showing that the books and records it seeks are “necessary and essential” to the stated purpose. The Delaware Supreme Court [in the Wal-Mart case] recently explained:
Documents are “necessary and essential” pursuant to a Section 220 demand if they address the “crux of the shareholder’s purpose” and if that information “is unavailable from another source.” Whether documents are necessary and essential “is fact specific and will necessarily depend on the context in which the shareholder‟s inspection demand arises.”40
To reiterate, I recommended in my draft report that the Court order Citigroup to produce for inspection (1) board and committee minutes and materials provided to the board or committees, (2) meeting preparation materials as defined above, and (3) policies and procedures, but only to the extent those books and records related to the following topics: (a) the Banamex fraud, (b) the BSA/AML matters at Banamex USA, (c) Citigroup‟s fraud detection and prevention efforts, and (d) Citigroup‟s BSA/AML compliance.