Writing for DealLawyers.com, John Jenkins yesterday took note of the Delaware Court of Chancery's decision in Pettry v. Gilead Sciences, (Del. Ch.; 11/20). Quoting this Cleary Gottlieb blog, John observes that Pettry "introduces a new element of...
Fee Shifting May Be New To Delaware, But It's Old Hat In California
Posted on December 10, 2020
Professor Bainbridge Asks "Are shareholder inspection rights subject to the internal affairs doctrine?"
Posted on October 06, 2020
In this recent post, UCLA Law School Professor Stephen Bainbridge discusses Vice Chancellor J. Travis Laster's recent ruling that "[s]tockholder inspection rights are a core matter of internal corporate affairs." 2020 Del. Ch. LEXIS 264. He notes...
Does This Ruling By V.C. Laster Decide The Constitutionality Of California's Female Board Quota Legislation?
Posted on August 18, 2020
Michael Corleone's greatest fear was that he would never be able to escape his life as a mafioso ("Just when I thought I was out, they pull me back in!"). California's greatest fear is that it will not be able to dictate corporate governance...
By Adding Commas, Did The Legislature Expand Shareholder Inspection Rights?
Posted on July 18, 2018
Section 1601(a) of the California Corporations Code currently subjects to shareholder inspection the "accounting books and records and minutes of proceedings of the shareholders and the board and committees of the board". Professor Marsh's treatise...
A Not So Fabulous Fable (Part II)
Posted on July 17, 2018
Yesterday's post told of Dick Plantagenet's "winter of discontent" when learned of Henry Tudor's demand to inspect the books, records, and minutes of his small Delaware corporation, Cwmni Cyfyngedig, Inc. ("CCL"). Henry based his demand on Section...
Legislature And Governor Provide Another Reason For Foreign Corporations To Avoid California
Posted on July 13, 2018
Two years ago, I wrote about Justice Mark B. Simons' opinion in Innes v. Diablo Controls, 248 Cal. App. 4th 139 (2016) that California's shareholder inspection statute does not require that the records be brought to this state for inspection. This...
Legislator Seeks To Require Inspection Of Records In California
Posted on February 16, 2018
Corporations Code Section 1601 requires that records "be open to inspection . . . at any reasonable time during usual business hours . . .". The statute is silent on where the inspection must occur. In Innes v. Diablo Controls, Inc., 248 Cal. App....
Is Someone Else's Purpose An Improper Purpose?
Posted on December 01, 2017
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...
