Stockholder Demands for Books and Records Inspections Under Delaware Law: Lessons From Recent Cases

Responding to Inspection Demands, Limiting Scope of Inspection

Recording of a 90-minute CLE webinar with Q&A


Conducted on Tuesday, May 12, 2015

Recorded event now available

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Program Materials

This CLE webinar will examine recent case law addressing stockholders’ right to inspect corporate books and records, limitations on inspection rights, and best practices for corporations in responding to inspection demands.

Description

Recent Delaware case law addresses the scope and limitations of stockholders’ right to inspect a corporation’s books and records under Delaware Code §220. In a July 2014 ruling, Wal-Mart Stores Inc. v. Indiana Electrical Workers Pension Trust Fund IBEW, the Delaware Supreme Court broadened the scope of stockholder books and records inspections, carving out a significant exception to the corporation’s attorney-client privilege. In December, however, that same court endorsed certain restrictions on stockholders’ use of information gained through books and records inspections in United Technologies Corp. v. Treppel.

Corporations approached by stockholders demanding to inspect the company’s books and records must be strategic in responding to the request. Counsel advising the corporation should have a detailed understanding of the limitations on stockholders’ right to demand inspection, as well as effective legal and procedural tactics for responding to the demand and properly limiting the scope of production and its use.

Listen as our authoritative panel discusses recent case law developments impacting stockholder books and records inspections for Delaware corporations. The panel will provide strategies for responding to stockholder demands to inspect a corporation’s books and records and limiting the scope of the inspection and the use of the production.

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Outline

  1. Purpose of and trends in books and records inspections
  2. Procedure for inspecting corporate books and records under Delaware law
  3. Legal and procedural strategies for responding to demands and limiting the scope of production and its use
  4. Attorneys’ fees in lawsuits over rights to demand inspection

Benefits

The panel will review these and other key issues:

  • How has recent case law in Delaware impacted stockholders’ right to demand inspection of a corporation’s books and records?
  • What factors should corporations and their counsel take into account when developing a strategy for responding to a stockholder inspection demand?
  • What legal and procedural arguments have been effective for avoiding inspection demands or limiting the scope of information produced or its use?

Faculty

Jill K. Agro
Jill K. Agro

Of Counsel
Womble Carlyle Sandridge & Rice

Ms. Agro is an experienced litigator in Delaware’s Court of Chancery. She litigates and advises on an array...  |  Read More

Sara B. Brody
Sara B. Brody

Partner
Sidley Austin

Ms. Brody has extensive experience in securities litigation, defending issuers, officers, directors, underwriters...  |  Read More

B. Warren Pope
B. Warren Pope

Partner
King & Spalding

Mr. Pope’s practice focuses on complex commercial litigation, including securities, shareholder, and professional...  |  Read More

Michael R. Smith
Michael R. Smith

Partner
King & Spalding

Mr. Smith focuses his practice on securities and shareholder litigation and related board investigations. He...  |  Read More

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