January 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

Autoren und Mitwirkende

George Casey

Partner

Mergers & Acquisitions

+1 212 848 8787

+1 212 848 8787

New York

Scott Petepiece

Partner

Mergers & Acquisitions

+1 212 848 8576

+1 212 848 8576

New York

Alan S. Goudiss

Partner

Litigation

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+1 212 848 4906

New York