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.

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As COVID-19 continues to cause uncertainty in M&A transactions, investors should have a heightened interest in pursuing the rights available to them, including appraisal and inspection rights.

For instance, the Harvard Law Forum expects that buyers who agreed on transaction terms at pre-COVID-19 valuations might seek to terminate those transactions or renegotiate the price

In a lengthy decision, Delaware Vice Chancellor Laster ruled that shareholders had the right to inspect the formal board materials of AmerisourceBergen Corporation and conduct a 30(b)(6) deposition to determine whether they needed additional documents, including informal board materials and officer-level documents.

In Lebanon Cty. Emp. Ret. Fund v. AmerisourceBergen Corp., stockholders sought to

Corporate shareholders possess important inspection, or information rights, in most jurisdictions. In Delaware, inspection rights are codified under Section 220 of the DGCL. Inspection rights provides shareholders with a “proper purpose” the ability to review certain “books and records” of the company. Both the proper purpose criterion and the breadth of the books and records