Emerging Trends in Corporate Books and Records Litigation
With the noticeable drop in M&A injunction requests and discovery records, stockholder plaintiffs turn to Section 220 of the Delaware General Corporation Law (DGCL) to access documents for filing their post-closing class action complaints. Section 220 is an evidently helpful tool as it does not only include formal board materials, but also electronic communications like emails and text messages. This resulted in the proliferation of stockholder demands to inspect corporate books and records.
While recent cases continue to shed light on the evolving Section 220 case law, practitioners must keep themselves in the know of emerging trends and developments in the backdrop. Similarly, companies must ensure that their existing procedures, policies, and best practices are consistent when a Section 220 demand is received to avoid pitfalls.
In this LIVE Webcast, join litigation lawyers Michael McConnell (Jones Day) and Stephen C. Norman (Potter Anderson & Corroon LLP) as they present a comprehensive discussion of the significant trends and developments in corporate books and records litigation. Speakers will also offer best practices in light of the changing legal climate.
Key topics include:
- Books and Records Litigation: Overview
- Section 220 Demands: Trends and Developments
- Notable Cases and Court Decisions
- Best Litigation Practices
- What Lies Ahead
Michael McConnell, Partner
- Why inspection demands matter
- An overview of proper and improper purposes
- Application of the credible basis standard in recent Section 220 cases
- Controlling shareholders (numerical and de facto)
- Distinction between duty of care and loyalty claims
- Proxy contests
- Caremark oversight claims
- Take away points
Stephen C. Norman, Partner
Potter Anderson & Corroon LLP
- Is the investigation of non-actionable wrongdoing a sufficient proper purpose?
- Can a non-majority shareholder be deemed a controlling shareholder for purposes of the 220 action?
- When can inspection demands grant access to documents beyond board minutes, resolutions, and similar books and records?
- How can consent decrees, orders, and regulations impact the proper purpose analysis?
- 220 actions are hot claims on the rise
- Special attention must be paid as they are a precursor to subsequent class and derivative litigation
- 220 actions are more frequently being used to investigate transactions
- Are 220 actions no longer summary proceedings without substantial discovery?
- Is full disclosure by stockholders of their objectives required?
Who Should Attend:
- Commercial Litigation Lawyers
- Dispute Resolution Lawyers
- In-house Counsel and Consultants
Mike McConnell defends officers, directors, and corporations in high-stakes securities and fiduciary duty litigation. The matters litigated include securities fraud class actions, SEC investigations and inquiries, derivative cases, proxy fraud litigation, and other matters that are often ancillary to shareholder litigation, including shareholder inspection actions, disputes under shareholder voting agreements, internal corporate investigations, and other special committee matters. Mike serves as the head of litigation for the Firm's Atlanta Office.
Mike's recent representations include defending comScore, Inc. and certain of its officers and directors in securities litigation; defending Flowers Foods and certain of its officers and directors in securities litigation; defending Rayonier Inc. in securities litigation; defending Gray Television in litigation seeking to enjoin it from operating an Augusta television station or offering it in the National Incentive Spectrum Auction; defending WL Ross & Co. and certain current and former officers and directors of International Textile Group (ITG) in class and derivative shareholder litigation arising from the merger of ITG and Safety Components International; defending Attachmate Corporation in connection with shareholder litigation filed in Delaware and Massachusetts challenging its acquisition of Novell Corporation; defending former officers and directors of various banks that failed in the wake of the credit crisis; defending The Southern Company in securities litigation arising from the spin-off of Mirant Corporation; and defending SunOpta Inc. in securities litigation.
Mike is a former member of the board of directors of the March of Dimes (Georgia Chapter; chairman, 2012), the Midtown Atlanta Rotary Club (president, 2013-2014), and the Leadership Atlanta Class of 2007.
Mike McConnell defends officers, directors, and corporations in high-stakes securities and fiduciary duty litigation. The matters litigated include securities fraud …
Stephen C. Norman is the immediate past chair of Potter Anderson’s Corporate Group and practices primarily in the areas of corporate and commercial litigation. Steve has substantial experience in litigating corporate and commercial disputes in the Court of Chancery and the District Court of Delaware, including stockholder class and derivative actions, takeovers and various proceedings under the Delaware General Corporation Law. He frequently counsels stockholders, officers and directors, and Delaware corporations regarding various matters of Delaware corporate and partnership law. He has written extensively in the areas of corporate and commercial litigation and frequently serves as a speaker on Delaware corporate law issues for a number of national and regional law firms as part of their internal continuing education programs.
Stephen C. Norman is the immediate past chair of Potter Anderson’s Corporate Group and practices primarily in the areas of …
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Method of Presentation:
On-demand Webcast (CLE)
NY Category of CLE Credit:
Areas of Professional Practice
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About Jones Day
Jones Day is a global law firm with more than 2,500 lawyers in 43 offices across five continents. The Firm is distinguished by: a singular tradition of client service; the mutual commitment to, and the seamless collaboration of, a true partnership; formidable legal talent across multiple disciplines and jurisdictions; and shared professional values that focus on client needs.
About Potter Anderson & Corroon LLP
Named to Law360’s Delaware Powerhouse list, Potter Anderson & Corroon LLP is one of the largest and most highly regarded Delaware law firms, providing legal services to regional, national and international clients. With more than 80 attorneys, the firm’s practice is centered on corporate law, corporate litigation, intellectual property, commercial litigation, bankruptcy, labor and employment, and real estate.