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Books and Records Demands 2023 Recap

Harvard Corporate Governance

As discussed in prior articles, stockholder plaintiffs have increasingly sought to obtain companies’ books and records under 8 Del. 220 (Section 220) and the Delaware Limited Liability Company Act’s analogous provision, Section 18-305(a), which has led the Court of Chancery to face a record number of books and records actions.

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Disney Shareholder Demands To See Books Amid Board Row

Law 360 M&A

shareholder Blackwells Capital on Thursday asked Delaware's Court of the Chancery to force Disney to open its books and records as the investor looks into potential wrongdoing and mismanagement stemming from the entertainment giant's dealings with ValueAct Capital. An affiliate of Walt Disney Co.

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Book Review: ‘Battle for the Bird,’ by Kurt Wagner; ‘Extremely Hardcore,’ by Zoë Schiffer

NYT M&A

Two new books about the platform chronicle its leadership under first Jack Dorsey and now Elon Musk, portraying a site reeling from user disaffection and gross mismanagement.

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And the Award for Most Creative Attempt to Evade a Book Value Buy-Sell Provision Goes To.

Farrel Fritz

“Under any standard of value, the true economic value of a business enterprise will equal the company’s accounting book value only by coincidence.” So why do so many shareholder buy-sell agreements require that the shares be purchased for book value? Inevitably, one party to a book value buy-sell agreement is getting a bad deal.

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Stockholder Barred from Inspecting Books and Records Related to Board’s ESG-Related Decision

Harvard Corporate Governance

The Walt Disney Company rebuffing a stockholder attempt to inspect books and records of The Walt Disney Company (“the Company”) related to the Company’s March 2022 response to Florida’s “Parental Rights in Education” bill, sometimes referred to as the “Don’t Say Gay” law (the “Legislation”). [1]

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Section 220 Decisions Amplify Stockholders’ Rights to Inspect Books and Records

Harvard Corporate Governance

In recent years, the Court of Chancery’s docket increasingly has been occupied with Section 220 actions by stockholders seeking to inspect corporate books and records to investigate possible corporate wrongdoing or mismanagement. Mangino, and is part of the Delaware law series ; links to other posts in the series are available here.

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Proceed with Caution: Strategy Considerations Before Making a Books and Records Demand

Farrel Fritz

The books and records demand often is the opening act in business divorce litigation. If ownership of the company is in dispute, asserting a books and records demand may bring that question to the forefront before it is truly ripe for litigation. But there still is plenty of strategy to consider.