Tomorrow, the Delaware Supreme Court will hear oral argument on an appeal of the decision of the Court of Chancery which denied a request by a stockholder for books and records, pursuant to DGCL Section 220, related to the aborted merger of AbbVie, Inc., a pharmaceutical spin-off of Abbott Labs, and Shire, a pharmaceutical company based in Ireland. If completed, the inversion would have had major tax benefits for AbbVie, but before the deal was completed, the Treasury Department enacted regulations to terminate the tax benefit from such an inversion. The net result was that AbbVie was required to pay a termination fee to Shire of $1.6 billion. The case is Southeastern Pennsylvania Transportation Authority v. AbbVie Inc., No. 239, 2015, oral argument scheduled (Del. Nov. 4, 2015). The Chancery decision relates to two affiliated cases styled:   Se. Pa. Transp. Auth. v. AbbVie Inc., No. 10374; Rizzolo v. AbbVie Inc., No. 10408, 2015 WL 1753033 (Del. Ch. Apr. 15, 2015).

Frank Reynolds of Thomson Reuters has written a timely and insightful article with more background details and additional insights into the issues to be addressed by Delaware’s high court.