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Ellis E. Herington, Pepper Hamilton Ellis E. Herington, Pepper Hamilton

Shareholder inspection of books and records pursuant to Section 220 of the Delaware General Corporation Law is a routine procedure for Delaware practitioners, and represents an important tool for shareholders when it comes to their involvement in corporate governance. As is well known, a Section 220 plaintiff must prove that he has a proper purpose for the inspection in order for the court to allow it. Recently, in High River Limited Partnership v. Occidental Petroleum, No. 2019-0403-JRS (Del. Ch. Nov. 14, 2019), the Delaware Court of Chancery considered the shareholder plaintiffs’ two proffered purposes—investigation of corporate mismanagement and communication with other shareholders in furtherance of a potential proxy contest—and found that neither presented a basis for the requested inspection. The court’s opinion provides useful guidance to all practitioners who assist shareholders with Section 220 inspections, and is of particular note to those who represent investors involved in proxy contests for its analysis of the plaintiffs’ novel argument.

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