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Delaware Supreme Court Holds That Stockholders Need Ordinarily Only Identify a Credible Basis for Possible Wrongdoing, Not Actionable Misconduct, to Establish a Proper Purpose for a Section 220 Books and Records Demand | Kramer Levin Naftalis & Frankel LLP

To embed, copy and paste the code into your website or blog: Last week, the Delaware Supreme Court issued an important decision effectively broadening the scope of stockholder pre-litigation inspection rights. In January 2020, the Court of Chancery held in Lebanon County Employees’ Retirement Fund v. AmerisourceBergen Corp. that demanding stockholders had established a proper purpose under Section 220 of the Delaware GCL to inspect AmerisourceBergen’s books and records and ordered, sua sponte, a 30(b)(6) deposition to enable the plaintiffs to identify the types and custodians of documents to which they may be entitled. [1] Vice Chancellor Laster’s decision is covered at length in a prior alert.

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