skip to main content
Guest
My Research
My Account
Sign out
Sign in
This feature requires javascript
Library Search
Find Databases
Browse Search
E-Journals A-Z
E-Books A-Z
Citation Linker
Help
Language:
English
Vietnamese
This feature required javascript
This feature requires javascript
Primo Search
All Library Resources
All
Course Materials
Course Materials
Search For:
Clear Search Box
Search in:
All Library Resources
Or hit Enter to replace search target
Or select another collection:
Search in:
All Library Resources
Search in:
Print Resources
Search in:
Digital Resources
Search in:
Online E-Resources
Advanced Search
Browse Search
This feature requires javascript
Search Limited to:
Search Limited to:
Resource type
criteria input
All items
Books
Articles
Images
Audio Visual
Maps
Graduate theses
Show Results with:
criteria input
that contain my query words
with my exact phrase
starts with
Show Results with:
Search type Index
criteria input
anywhere in the record
in the title
as author/creator
in subject
Full Text
ISBN
ISSN
TOC
Keyword
Field
Show Results with:
in the title
Show Results with:
anywhere in the record
in the title
as author/creator
in subject
Full Text
ISBN
ISSN
TOC
Keyword
Field
This feature requires javascript
Realigning Stockholder Inspection Rights
Stanford journal of law, business & finance, 2022-04, Vol.27 (2), p.225-267
Copyright Stanford University, Stanford Law School Spring 2022 ;ISSN: 1078-8794
Full text available
Citations
Cited by
View Online
Details
Recommendations
Reviews
Times Cited
External Links
This feature requires javascript
Actions
Add to My Research
Remove from My Research
E-mail
Print
Permalink
Citation
EasyBib
EndNote
RefWorks
Delicious
Export RIS
Export BibTeX
This feature requires javascript
Title:
Realigning Stockholder Inspection Rights
Author:
Min, Geeyoung
;
Krischik, Alexander M
Subjects:
Commercial law
;
Directors
;
Inspections
;
Litigation
;
Securities regulations
;
Shareholder derivative suits
;
State court decisions
;
State laws
;
Stockholders
;
Trends
Is Part Of:
Stanford journal of law, business & finance, 2022-04, Vol.27 (2), p.225-267
Description:
Access to corporate information plays a pivotal role in stockholder litigation. One key to that access is stockholders' statutory right to inspect a corporation's books and records prior to filing litigation, enshrined in the Delaware General Corporation Law's Section 220. In the context of derivative actions brought by a stockholder on behalf of a company, Section 220 takes on an even greater importance. For years, Delaware courts have urged stockholder plaintiffs to use all the "tools at hand" to gather information before filing a derivative complaint to strengthen their allegations. One of those tools, Section 220's inspection rights, has become all but a requirement for most successful derivative actions. Yet two recent shifts in the case law present unique challenges for both corporate defendants and stockholder plaintiffs involving statutory inspection rights. First, Delaware courts have liberalized the scope of books and records available under Section 220 to include emails, text messages, and other electronically stored information that otherwise would not have been accessible to prospective plaintiffs until the plenary discovery process. The blurred distinction between pre-suit Section 220 inspections and post-pleadings discovery can put corporate defendants in a tough spot to comply with wide-ranging demands under Section 220 without the well-developed rules and procedures that govern similar post-pleadings discovery. Second, since the Delaware Supreme Court's decision in California State Teachers' Retirement System v. Alvarez-which found a stockholder plaintiff who pursued a Section 220 inspection and subsequent derivative action in Delaware precluded by the dismissal of a hastier, first-filed action in another jurisdiction-Delaware plaintiffs have become vulnerable to a risk of preclusion due to the extra time (often a few months, but sometimes years) required to exercise their inspection rights. This Article offers a novel proposal to preserve and realign Delaware's Section 220 policies while minimizing those pain points: pleadings-stage discovery for derivative actions. By merging presuit Section 220 inspections into pleadings-stage discovery, parties could conduct those inspections under the auspices of court rules and oversight, with more certain boundaries and rules surrounding its scope and process. And stockholder plaintiffs in Delaware could bring their plenary suit from the start, with an amendment if needed after discovery, to limit the risk of preclusion posed by multi-forum litigation. The proposal does not add a new burden to the courts, on net. Instead, it only transforms the court's existing oversight of the de facto pre-suit discovery under Section 220 into a formal pleadings-stage discovery process.
Publisher:
Stanford: Stanford University, Stanford Law School
Language:
English
Identifier:
ISSN: 1078-8794
Source:
AUTh Library subscriptions: ProQuest Central
This feature requires javascript
This feature requires javascript
Back to results list
This feature requires javascript
This feature requires javascript
Searching Remote Databases, Please Wait
Searching for
in
scope:(TDTS),scope:(SFX),scope:(TDT),scope:(SEN),primo_central_multiple_fe
Show me what you have so far
This feature requires javascript
This feature requires javascript