'You're Not Fully Clean': § 220 Inspection Demands Under Corwin

Author:Mr George Casey
Profession:Shearman & Sterling LLP

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,...

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