Delaware Supreme Court Affirms AmerisourceBergen Ruling that Company Must Produce Documents

Harvard Law School Forum on Corporate Governance, the top online resource for discourse on corporate governance, recently published an article authored by Litigation partner Lori Marks-Esterman and Shareholder Activism partners Steve Wolosky and Andrew Freedman entitled “Delaware Supreme Court Affirms AmerisourceBergen Ruling that Company Must Produce Documents.” The article discusses the December 2020 Delaware Supreme Court decision in AmerisourceBergen Corporation v. Lebanon County Employees’ Retirement Fund and Teamsters Local 443 Health Services & Insurance Plan, No. 60, 2020 (Del. 10, 2020) regarding stockholders’ rights to review the books and records of Delaware corporations under Section 220 of the Delaware General Corporation Law. The Court’s ruling adds to its long history of encouraging stockholders who suspect wrongdoing to use the “tools at hand” to investigate such concerns. The decision is a critical win for stockholders as it significantly curtails many of the aggressive tactics companies have employed recently to resist disclosure to stockholders and should ideally minimize the need for stockholders to resort to litigation to obtain books and records.