Delaware Amends Section 220 – Will Scope of ‘Books and Records’ Production Be Limited?
JD Supra: Mergers
MARCH 28, 2025
On March 25, 2025, the Delaware Legislature enacted Senate Bill 21, significantly amending the Delaware General Corporation Law.
Delaware Enacts Changes to the Delaware General Corporation Law
JD Supra: Mergers
APRIL 7, 2025
On March 25, 2025, the Delaware Governor, Matthew Meyer, signed into law Senate Bill 21 (SB 21) which amends Sections 144 and 220 of the Delaware General Corporation Law (the DGCL). SB 21 codifies (a) the process to approve conflict transactions and (b) the process for stockholders to access corporate books and records.
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Books & Records: A “Stockholder List” and a “Stock Ledger” Aren’t the Same Thing
Deal Lawyers
SEPTEMBER 11, 2024
Section 220 of the DGCL gives stockholders the right to inspect “the corporations’ stock ledger, a list of its stockholders, and its other books and records” upon showing a proper purpose.
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Significant Amendments Proposed to the DGCL to Stem Business Defections to Other States
JD Supra: Mergers
FEBRUARY 21, 2025
Proposed amendments to the Delaware General Corporation Law (DGCL) introduce safe harbors for liability from transactions involving directors, officers and controlling stockholders and define and limit a stockholders right to inspect corporate books and records. By: Lathrop GPM
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Q3 2023 Quarterly Corporate / M&A decisions updates
JD Supra: Mergers
DECEMBER 28, 2023
In Seidman, the court awarded attorneys’ fees for an “egregious” failure to respond to a legitimate books and records request, and in Gandhi-Kapoor, the court imposed penalties on companies for failing advance litigation expenses. Two key opinions addressed compliance with Delaware statute and court orders.
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In the Corporate World, Woke Is the Rage but Greed Is Still King
The New York Times: Banking
MAY 16, 2024
Three new books chronicle businesses where executive self-enrichment at the expense of workers — and sometimes the law — prevails.
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Corporate Accounting: Meaning, Importance & Explanation
Razorpay
JULY 25, 2023
Corporate accounting is a special kind of accounting meant for businesses to record and monitor money movement. Knowing how corporate accounting works and its role in facilitating the growth of a business is important because it plays a fundamental role in the smooth functioning of business financials. What is Corporate Accounting?
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An old story in modern times. Duncan Mavin's pretty darn good book on Greensill
Bronte Capital
OCTOBER 23, 2022
Pyramid of Lies - Duncan Mavin's great book on the Greensill Capital debacle - tells us - as if we need to be told - that the illusion of omniscient bankers is just an illusion - and that dross masquerading as financial innovation continues well after the financial crisis. I recommend Duncan's book. Really - buy it.
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Tomorrow’s Webcast: “2025 DGCL Amendments: Implications & Unanswered Questions”
Deal Lawyers
APRIL 28, 2025
The debate over the 2025 amendments to the Delaware General Corporation Law was the most heated in memory, and culminated in the adoption of broad safe harbors for transactions with controlling stockholders and other insiders, as well as language narrowing the information available pursuant to a stockholder books and records demand.
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How to book train insurance for less than a rupee, claim up to Rs 10 lakh
Business Standard - FInance
JUNE 5, 2023
The Indian Railway Catering and Tourism Corporation (IRCTC) provides an optional travel insurance policy for passengers buying tickets from its online portal.
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HUB Talks Presents: A Conversation on M&A with Jim Freund
JD Supra: Mergers
JUNE 23, 2023
In this episode of HUB Talks Presents, Corporate partner David Edgar discusses the ins and outs of mergers and acquisitions (M&A) law with well-known industry leader, Jim Freund. The two look back at Jim’s journey as an M&A lawyer; explore the themes in his book, Anatomy of a Merger; and list a few of his top M&A tips.
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CME Group launches corporate bonds and mortgage-backed securities on BrokerTec Quote trading platform
The TRADE
MAY 21, 2024
CME Group has launched repo on corporate bonds and mortgage-backed securities (MBS) on its dealer-to-client (D2C) request-for-quote (RFQ) trading platform, BrokerTec Quote. US corporate bonds began trading yesterday, 20 May, with the remaining products expected to be live by the end of next month.
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Delaware Court Of Chancery Rejects Stockholder's Section 220 Books And Record Demand In Connection With Corporation's Expression Of Opposition To Legislation
Shearman & Sterling
JULY 6, 2023
Will of the Delaware Court of Chancery issued a judgment in favor of a "leading media and entertainment" company with a "substantial presence in Florida" (the "Corporation"), rejecting a demand for corporate books and records under Delaware General Corporation Law Section 220. 2022-1120-LWW (Del.
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Delaware Court Of Chancery Rejects Stockholder's Section 220 Books And Record Demand In Connection With Corporation's Expression Of Opposition To Legislation
Shearman & Sterling
JULY 5, 2023
Will of the Delaware Court of Chancery issued a judgment in favor of a "leading media and entertainment" company with a "substantial presence in Florida" (the "Corporation"), rejecting a demand for corporate books and records under Delaware General Corporation Law Section 220. 2022-1120-LWW (Del.
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Go1 snaps up speed reading app Blinkist to expand in enterprise learning
TechCrunch: M&A
MAY 8, 2023
After raising $100 million at a valuation of over $2 billion last year, the Australian ed-tech startup Go1 is making an acquisition and getting some investment to expand its reach and technology to serve the market of corporate online learning. “But there was never something before Go1 that looked like a great fit,” Seim said.
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Delaware Court Of Chancery Rejects Books-And-Records Demand Driven By Entrepreneurial Counsel
Shearman & Sterling
NOVEMBER 21, 2017
Travis Laster of the Delaware Court of Chancery rejected a stockholder's demand to inspect books and records of A. the "Company") under Delaware General Corporation Law Section 220. On November 13, 2017, Vice Chancellor J. Shulman, Inc. Wilkinson v. A Schulman, Inc., 2017-0138-VCL (Del. Read more
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Delaware Court Of Chancery Grants Books And Records Request Arising From Caremark Claims Related To Facebook User Privacy
Shearman & Sterling
JUNE 11, 2019
Slights III of the Delaware Court of Chancery granted a stockholder demand to inspect Facebook's books and records in connection with their Caremark claims arising from alleged data privacy breaches. In re Facebook, Inc. Section 220 Litig., 2018-0661-JRS (Del. May 30, 2019).
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Delaware Court Of Chancery Issues Post-Trial Judgment In Favor Of Defendant, Rejecting Stockholder's Section 220 Books And Records Demand
Shearman & Sterling
JUNE 14, 2022
Will of the Delaware Court of Chancery entered judgment in favor of defendant retail company (the "Corporation"), rejecting a demand for corporate books and records under Delaware General Corporation Law Section 220.
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Delaware Supreme Court Affirms The Partial Denial Of Books And Records Demand
Shearman & Sterling
FEBRUARY 18, 2021
Grapetree, LLC, No. 343, 2019 (Del.
Corporation 52
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Party planning platform Punchbowl’s owner is acquiring Timehop
TechCrunch: M&A
JUNE 13, 2023
The online party planning platform Punchbowl is rebranding to create a parent organization called Sincere Corporation. Plus, the company is also investing around half a million dollars into BookClubs , which helps people create and manage a book club. Sincere said that Timehop as a product will continue to work on the memory space.
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Former CEO Granted Right To Inspect Books And Records Of Company After Demonstrating At Trial A "Credible Basis" To Infer Potential Wrongdoing By Board Chairman
Shearman & Sterling
APRIL 25, 2017
Bouchard of the Delaware Court of Chancery ruled, in a post-trial decision, that defendant Cypress Semiconductor Corporation ("Cypress") must allow plaintiff and former Cypress CEO, T.J. Rodgers, to inspect certain books and records of Cypress pursuant to Section 220 of the Delaware General Corporation Law, 8 Del.
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Two Cautionary Tales: Fee Shifting Imposed for Litigating Books-and-Records Inspection Demands
Sidley Shareholder Litigation
NOVEMBER 1, 2023
The post Two Cautionary Tales: Fee Shifting Imposed for Litigating Books-and-Records Inspection Demands appeared first on Enhanced Scrutiny. The unmistakable message: if the right to inspection is clear, a defendant should think twice about a blanket opposition, unless the defendant does not mind paying the plaintiff’s legal fees in the end.
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Delaware Chancery Court Rejects Books And Records Demand Concerning Board's Alleged Failure To Properly Account For U.S. Tax Liabilities On Foreign Earnings
Shearman & Sterling
SEPTEMBER 12, 2016
In rejecting this shareholder demand pursuant to Section 220 of the Delaware General Corporation Law ("DGCL"), the Court found that the shareholder had not shown any "credible basis to infer mismanagement or wrongdoing by the board." Beatrice Corwin Living Irrevocable Trust v. Pfizer, Inc., 10425-JL (Del. " Read more
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Delaware Court Of Chancery Rejects Books-And-Records Demand Driven By Entrepreneurial Counsel
Shearman & Sterling
NOVEMBER 21, 2017
Travis Laster of the Delaware Court of Chancery rejected a stockholder's demand to inspect books and records of A. the "Company") under Delaware General Corporation Law Section 220. On November 13, 2017, Vice Chancellor J. Shulman, Inc. Wilkinson v. A Schulman, Inc., 2017-0138-VCL (Del. Read more
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Empowered Together: A Story of Hope and Partnership
Cisco: M&A
SEPTEMBER 25, 2024
Read more about Kevin Donaghy's battle with cancer that led to 'Stories of Cancer and Hope,' a book uniting the community to support cancer patients through shared stories and raising funds for cancer charities.
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Delaware Court Of Chancery Holds Stockholder Inspection Rights For Delaware Corporations Are Governed Exclusively By Delaware Law And Are Subject To A Delaware Forum Selection Provision Addressing Internal Affairs
Shearman & Sterling
AUGUST 18, 2020
did not have the right to seek inspection of books and records of the Delaware corporation under any state statutory law other than that of Delaware. On August 13, 2020, Vice Chancellor J. Travis Laster held that defendant, a stockholder of plaintiff JUUL Labs, Inc., JUUL Labs, Inc. Grove, C.A. 2020-0005-JTL (Del.
Corporation 52
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Delaware Supreme Court Clarifies That Section 220 Books And Records Demands Are Not Subject To A Presumption Of Confidentiality
Shearman & Sterling
AUGUST 13, 2019
Traynor, the Delaware Supreme Court concluded that books and records produced to a stockholder under Section 220 of the Delaware General Corporation Law are not subject to a presumption of confidentiality. On August 7, 2019, in a decision authored by Justice Gary F. Boast Apparel, Inc., 23, 2019 (Del.
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Delaware Court Of Chancery Finds A Circumstantial Connection To Negative Corporate Developments Insufficient To Trigger Inspection Rights Under Section 220
Shearman & Sterling
MARCH 5, 2019
Slights III of the Delaware Court of Chancery denied a books and records demand of a mattress company's (the "Company") stockholder in connection with the termination of the Company's contract with its largest customer and related litigation. On February 12, 2019, Vice Chancellor Joseph R. Tempur Sealy Int'l Inc.,
Corporation 52
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Delaware Court Of Chancery Grants Books And Records Request Arising From Caremark Claims Related To Facebook User Privacy
Shearman & Sterling
JUNE 11, 2019
Slights III of the Delaware Court of Chancery granted a stockholder demand to inspect Facebook's books and records in connection with their Caremark claims arising from alleged data privacy breaches. In re Facebook, Inc. Section 220 Litig., 2018-0661-JRS (Del. May 30, 2019).
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Highlights From the 2022 Berkeley Fall Forum on Corporate Governance
Cooley M&A
JANUARY 9, 2023
On November 8 and 9, Cooley and the Berkeley Center for Law and Business presented the 2022 Berkeley Fall Forum on Corporate Governance. Discussions covered trends and lessons from financial transactions and corporate strategy in the volatile 2022 environment and insights into the year ahead.
Government 52
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Delaware Court Of Chancery Issues Post-Trial Judgment In Favor Of Defendant, Rejecting Stockholder's Section 220 Books And Records Demand
Shearman & Sterling
JUNE 14, 2022
Will of the Delaware Court of Chancery entered judgment in favor of defendant retail company (the "Corporation"), rejecting a demand for corporate books and records under Delaware General Corporation Law Section 220.
Corporation 40
40 
Delaware Supreme Court Affirms The Partial Denial Of Books And Records Demand
Shearman & Sterling
FEBRUARY 18, 2021
Grapetree, LLC, No. 343, 2019 (Del.
Corporation 40
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Delaware Chancery Court Holds That Former Stockholder Lacks Standing To Bring Section 220 Action For Inspection Of Books And Records
Shearman & Sterling
MARCH 7, 2017
On February 27, 2017, Vice Chancellor Sam Glasscock III of the Delaware Court of Chancery dismissed for lack of standing a lawsuit for inspection of corporate books and records brought by a former stockholder squeezed out in a two-step merger. Weingarten v. Monster Worldwide Inc., 12931-VCG, 2017 WL 752179 (Del. Read more
Corporation 40
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Inside Tips From A Professional Recruiter: Timing
H. Friedman Search
DECEMBER 7, 2023
For instance, if the next step involves a trip to the corporate headquarters, I check with the candidates whether they are ready for it. You can find our listing in the “supplier and services” section of the Red Book under the title of “executive recruiting.” If they feel it’s too soon, I take a gradual approach.
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Delaware Court Of Chancery Rejects Demand To Inspect Books And Records Under Section 220 To Aid In Proxy Contest
Shearman & Sterling
NOVEMBER 19, 2019
Slights III of the Delaware Court of Chancery rejected a demand by stockholders of Occidental Petroleum Corporation under Section 220, 8 Del. § 220, for documents and information relating to the corporation's acquisition of Anadarko Petroleum and related transactions. On November 14, 2019, Vice Chancellor Joseph R.
S&P 52
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Delaware Chancery Court Issues Opinion Offering Rare Interpretation Of Stock Transfer Restriction Provision, Delaware General Corporation Law Section 202
Shearman & Sterling
JULY 18, 2017
On July 10, 2017, Vice Chancellor Tamika Montgomery-Reeves of the Delaware Court of Chancery found plaintiff was not bound by stock transfer restrictions under which the company had sought to revoke his ownership and was therefore entitled to inspect the books and records of a company in which he held stock. Phixios Holdings, Inc.,
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Former CEO Granted Right To Inspect Books And Records Of Company After Demonstrating At Trial A "Credible Basis" To Infer Potential Wrongdoing By Board Chairman
Shearman & Sterling
APRIL 25, 2017
Bouchard of the Delaware Court of Chancery ruled, in a post-trial decision, that defendant Cypress Semiconductor Corporation ("Cypress") must allow plaintiff and former Cypress CEO, T.J. Rodgers, to inspect certain books and records of Cypress pursuant to Section 220 of the Delaware General Corporation Law, 8 Del.
Corporation 40
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40 
How Will ChatGPT Change M&A?
Midaxo
APRIL 17, 2023
The introduction of ChatGPT and GPT-4 marks a significant transformation in the way all types of ‘knowledge work’, including M&A and corporate development, will be carried out. LLMs get their ‘intelligence’ from being trained on a massive amount of data — basically most of the public internet and a lot of books.
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Delaware Chancery Court Rejects Books And Records Demand Concerning Board's Alleged Failure To Properly Account For U.S. Tax Liabilities On Foreign Earnings
Shearman & Sterling
SEPTEMBER 12, 2016
In rejecting this shareholder demand pursuant to Section 220 of the Delaware General Corporation Law ("DGCL"), the Court found that the shareholder had not shown any "credible basis to infer mismanagement or wrongdoing by the board." Beatrice Corwin Living Irrevocable Trust v. Pfizer, Inc., 10425-JL (Del. " Read more
Accountant 40
40 
Delaware Court Of Chancery Holds Stockholder Inspection Rights For Delaware Corporations Are Governed Exclusively By Delaware Law And Are Subject To A Delaware Forum Selection Provision Addressing Internal Affairs
Shearman & Sterling
AUGUST 18, 2020
did not have the right to seek inspection of books and records of the Delaware corporation under any state statutory law other than that of Delaware. On August 13, 2020, Vice Chancellor J. Travis Laster held that defendant, a stockholder of plaintiff JUUL Labs, Inc., JUUL Labs, Inc. Grove, C.A. 2020-0005-JTL (Del.
Corporation 40
40 
Delaware Supreme Court Clarifies That Section 220 Books And Records Demands Are Not Subject To A Presumption Of Confidentiality
Shearman & Sterling
AUGUST 13, 2019
Traynor, the Delaware Supreme Court concluded that books and records produced to a stockholder under Section 220 of the Delaware General Corporation Law are not subject to a presumption of confidentiality. On August 7, 2019, in a decision authored by Justice Gary F. Boast Apparel, Inc., 23, 2019 (Del.
Corporation 40
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Can I Still Make A Move This Year?
H. Friedman Search
OCTOBER 26, 2023
Take the interview, and go through the process, which now will consist of numerous interviews and hopefully one or more trips back to corporate headquarters for you to finish your due diligence. You can find our listing in the “supplier and services” section of the Red Book under the title of “executive recruiting.”
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Delaware Court Of Chancery Finds A Circumstantial Connection To Negative Corporate Developments Insufficient To Trigger Inspection Rights Under Section 220
Shearman & Sterling
MARCH 5, 2019
Slights III of the Delaware Court of Chancery denied a books and records demand of a mattress company's (the "Company") stockholder in connection with the termination of the Company's contract with its largest customer and related litigation. On February 12, 2019, Vice Chancellor Joseph R. Tempur Sealy Int'l Inc.,
Corporation 40
40 
LMAX Group given green light for NDF trading in both Singapore and London
The TRADE
NOVEMBER 22, 2023
Through this move and the launch of NDFs, LMAX clients will be able to hedge their FX exposure against non-convertible currencies on a central limit order book (CLOB). The approval came from the Monetary Authority of Singapore (MAS) which granted the exchange a recognised market operator (RMO) licence.
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