Amalgamated Bank v. Dauphin County Employees Retirement Fund, No. 67-2013 (Del. Supr., Feb. 26, 2013). This short Order of the Delaware Supreme Court is noteworthy because it declined to address an issue that has filled many of the pages of this blog over the last 8 years or so: What is the appropriate role of
"section 220"
Chancery Addresses Section 220 Issues
Doerler v. American Cash Exchange, Inc., C.A. No. 7640-VCG (Del. Ch. Feb. 19, 2013).
This gem of a Chancery decision provides an excellent overview of both the basic prerequisites of a claim for books and records under DGCL Section 220 as well as the nuances of certain defenses that may be–and may not be…
Section 220 Claim and Fiduciary Duty Claims Need Separate Complaints
The Ravenswood Investment Company, L.P. v. Winmill & Co., Inc., C.A. No. 7048-VCN (Del. Ch., Jan. 31, 2013). Issue Addressed: Whether a fiduciary duty claim can be combined with a Section 220 claim in the same complaint. Short Answer: No.
Brief Summary
This case involved a complaint that sought relief under DGCL…
Our Section 220 Law Review Article Made the Top 10 List This Week
The law review article we wrote recently on Section 220 of the Delaware General Corporation Law (DGCL), regarding the right of shareholders to books and records of a corporation, reached the Top 10 list of most downloaded articles on corporate governance from SSRN (which is a repository where one can find virtually all law…
Court Grants in Part and Denies in Part Requests for Books and Records Regarding Valuation and Breach of Fiduciary Duty
Rock Solid Gelt Ltd. v. The SmartPill Corp., C.A. No. 7100-VCN (Del. Ch. Oct. 10, 2012).
Issue Presented: Whether a request for books and records was overly broad in connection with information sought to value one’s interests in a closely held company.
Short Answer:Yes.
Background
This case involved an investment by Rock…
Court Rejects Request for Books and Records Sought to Investigate Caremark Claim
Louisiana Municipal Police Employees’ Retirement System v. Lennar Corp., C.A. No. 7314-VCG (Del. Ch. Oct. 5, 2012).
Issue Presented: Whether newspaper articles announcing a federal investigation of the company, together with prior lawsuits that were settled without an admission of fault, satisfy the requisite threshold of “some evidence” to establish a credible basis of…
Chancery Finds Inadequate Representation by Derivative Plaintiff; Dismisses Complaint with Prejudice
South v. Baker, C.A. No. 7294-VCL (Del. Ch. Sept. 25, 2012).
Issues Addressed: This decision is a candidate for inclusion in the pantheon of iconic Delaware Court of Chancery opinions addressing the following issues: (1) When derivative plaintiffs and their counsel will be presumptively found to provide inadequate representation resulting in the complaint’s…
Dismissal of One Derivative Lawsuit Not Bar to Second Derivative Claim by Second Stockholder
Louisiana Municipal Police Employees’ Retirement Systems v. Pyott, C.A. 5795-VCL (Del. Ch. June 11, 2012).
Issues Addressed
Whether collateral estoppel, Rule 23.1 or Rule 12(b)(6) apply to require the dismissal of a Delaware derivative suit based on the dismissal in California of a related derivative suit in which a federal court granted a Rule 23.1…
Supreme Court Affirms Chancery Decision in Fundamental Section 220 Ruling
Central Laborers Pension Fund v. News Corp., No. 682, 2011 (Del. May 29, 2012).
Issue Raised on Appeal: Whether one can satisfy the proper purpose requirement of DGCL section 220 when a derivative action is filed simultaneously with the section 220 action.
Short Answer: The Delaware Supreme Court declined to address the issue…
Inspecting Corporate ‘Books and Records’ in a Digital World: The Role of Electronically Stored Information
Inspecting Corporate Books and Records in a Digital World: The Role of Electronically Stored Information is the title of the latest law review article that I co-authored with Kevin Brady. A former associate also joined us as a co-author. The article will appear in The Delaware Journal of Corporate Law in the issue distributed…