AmerisourceBergen Corp. has asked the Delaware Supreme Court to reverse a Chancery Court ruling allowing shareholders the right to investigate the company’s books and records for corporate wrongdoing in connection with the opioid crisis. Amerisource Bergen argued before the full five-member panel that Vice Chancellor Laster’s prior ruling went too far and invites harassment.
Books and records rights (also known as inspection rights or accounting rights) have a variety of proper uses and purposes for shareholders – here, the shareholders have sought books and records with respect to the Company’s compliance with opioid distribution controls, citing corporate wrongdoing as the relevant purpose.
For investors, one key issue in the case is whether a shareholder seeking books and records must tell the company, up front, in effect ‘what they plan to do with the material’ – despite an inspection request being the start of an investigation rather than its terminus.
For more coverage on the Amerisource Bergen oral argument, check out the Law360 article [$$$] available here.
We will continue to cover inspection rights alongside other important rights available to investors, including appraisal rights, shareholder proposals and remedies for corporate misconduct.