The Delaware Court of Chancery’s recent decision in High River Limited Partnership v. Occidental Petroleum, (Del. Ch. Nov. 14, 2019), considers whether a stockholder’s desire to investigate questionable—but not actionable—transactions and to communicate about them in an ongoing proxy contest constitutes a proper purpose to obtain books and records under 8 Del. C. Section 220. In denying the stockholder’s inspection request, Vice Chancellor Joseph R. Slights III acknowledged that the law is “murky” in this area, but reasoned that the court need not answer the question in the abstract, because the circumstances of this case counseled in favor of denying the inspection.

The Court’s Decision

The case arose out of the decision by defendant Occidental Petroleum Corp. to acquire Anadarko Petroleum Corp. in a $38 billion transaction. To finance the cash portion of the purchase price, Occidental sold $10 billion in preferred stock to Berkshire Hathaway and agreed to sell Anadarko’s assets based in Africa to a third party for $8.8 billion.

This content has been archived. It is available through our partners, LexisNexis® and Bloomberg Law.

To view this content, please continue to their sites.

Not a Lexis Advance® Subscriber?
Subscribe Now

Not a Bloomberg Law Subscriber?
Subscribe Now

Why am I seeing this?

LexisNexis® and Bloomberg Law are third party online distributors of the broad collection of current and archived versions of ALM's legal news publications. LexisNexis® and Bloomberg Law customers are able to access and use ALM's content, including content from the National Law Journal, The American Lawyer, Legaltech News, The New York Law Journal, and Corporate Counsel, as well as other sources of legal information.

For questions call 1-877-256-2472 or contact us at [email protected]