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Mergers & Acquisitions, Columns

Jan 08, 2018

“You’re Not Fully Clean”: § 220 Inspection Demands Under Corwin

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On December 29, 2017, the Delaware Court of Chancery declined to extend the ruling in Corwin by finding that the approval of a merger by a vote of the disinterested stockholders does not act as an impediment to a properly supported demand for inspection of books and records under § 220 of the Delaware General Corporation Law.  In Corwin, the Delaware Supreme Court clarified the “long-standing” principle that the business judgment rule standard of review (as opposed to more intrusive standards of judicial review) applies where a transaction is approved by a voluntary, fully-informed vote of disinterested stockholders, and the transaction does not involve a controlling stockholder.

View Full Memo, “You’re Not Fully Clean”: § 220 Inspection Demands Under Corwin

Authors and Contributors

George Casey

Partner

Mergers & Acquisitions

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+1 212 848 8787

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Scott Petepiece

Partner

Mergers & Acquisitions

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+1 212 848 8576

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Alan S. Goudiss

Partner

Litigation

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+1 212 848 4906

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Richard Fischetti

Partner

Mergers & Acquisitions

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+1 212 848 5179

New York