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CALIFORNIA CORPORATE & SECURITIES LAW

Is Someone Else’s Purpose An Improper Purpose?

This post on the Harvard Law School Forum on Corporate Governance and Financial Regulation discusses Vice Chancellor J. Travis Laster’s recent decision in Wilkinson v. A. Schulman, Inc., 2017 Del. Ch. LEXIS 798.  The case involved a stockholder’s demand for inspection under Section 220 of the Delaware General Corporation Law.  Vice Chancellor Laster denied inspection…

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The Scope Of Stockholder Inspection In California And Delaware

Don’t peek at the statute, and answer the following question: A stockholder of a Delaware corporation has a statutory right to inspect a corporation’s (a) books of account; (b) accounting books and records; or (c) other books and records. If you answered “a”, you would be correct under former Section 3003 of California’s former General…

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Private Email Woes Infect The Private Sector

Vice Chancellor J. Travis Laster’s ruling in Amalgamated Bank v. Yahoo!, Inc., C.A. No. 10774-VCL (Del. Ch. Feb. 2, 2016) should sound a tocsin to directors that their “private” emails may not be so private.  The ruling addressed Amalgamated Bank’s demand to inspect the books and records of Yahoo! pursuant to Section 220 of the Delaware General…

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Delaware Inspection Ruling May Cause Yahoo! Inc. To Regret Not Incorporating In Nevada

In a recent blog post, Delaware lawyer Francis Pileggi discusses a recent ruling by Vice Chancellor J. Travis Laster ordering Yahoo! Inc. to produce personal emails of directors and electronically stored information in response to a stockholder inspection demand pursuant to Section 220 of the Delaware General Corporation Law.  Amalgamated Bank v. Yahoo!, Inc., C.A. No.…

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This Stockholder Would Rather Fly To Delaware Than Drive To L.A.

Yesterday’s post mentioned the recent Delaware Supreme Court decision in United Techs. Corp. v. Treppel, 2014 Del. LEXIS 608 (Del. Dec. 23, 2014).  The case involved an inspection demand under Section 220 of the Delaware General Corporation Law.  The corporation sought to require the stockholder to agree to a confidentiality provision that essentially required that all…

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Shareholder Inspection Rights – Another Nevada “Advantage”?

Thanks to Kevin LaCroix’s The D&O Diary, I was alerted to a recent article by Boris Feldman, a member of Wilson Sonsini Goodrich & Rosati, P.C., in Palo Alto, California discussing developments in class action and other shareholder litigation.  Among other things, Boris notes that litigation under Delaware’s stockholder inspection statute, Section 220, has “caught fire”…

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