fact-specific inquiry in Delaware

2025First Corp., 687 A.2d at 570 (“A Section 220 proceeding should result in an order circumscribed with rifled precision.”). – 68 – and essential to the stockholder’s proper purposes.184 Specificity, like rifled precision, would thus require “a fact specific inquiry” which “can only be determined in the context of a specific case” and require the court to “make a qualitative analysis of the documents demanded.”185 I find that this latter meaning for “specific records” is the one that better fits Section 220 as a summary proceeding and the spirit of SB 21’s amendments to Section 220, so I adopt it

2024First, 687 A.2d at 569 . 16 Amerisourcebergen Corp., 2020 WL 132752 , at *24 (citing Sec.

2023He observed that “[a]lthough not found in Bershad, the Delaware Supreme Court stated in Arnold that this ‘principle is consistent with Bershad.’” Alessi, 849 A.2d at 947 n.48 (quoting Arnold, 650 A.2d at 1280 ). 53 Chancellor Chandler explained that each of these considerations supported a fact-specific inquiry into whether the information in question was material and needed to be disclosed.

2022He observed that the Delaware Supreme Court provided three rationales for ruling in the defendant’s favor in Bershad: • “The probability of completing a merger benefiting all shareholders may well hinge on secrecy during the negotiation process.” Bershad, 535 A.3d at 847 n.5. • “[I]t would be very difficult for those responsible individuals to determine when disclosure should be made.” Id. 12 • “Delaware law does not require disclosure of inherently unreliable or speculative information which would tend to confuse stockholders or inundate them with an overload of information.” Alessi, 849 A.2d

2025Del. 1977)). 17 Id. at 259 (internal citation omitted). 3 contents of a confidential communication18 or puts a factual question at issue that requires disclosure of a confidential communication to truthfully resolve;19 denying disclosure of those communications would be unfair to the other party;20 and upholding the privilege would place the other party at a distinct disadvantage in the litigation.21 This is an “exacting standard.”22 Though the question of waiver is a fact-specific inquiry entrusted to the trial court’s discretion,23 the Supreme Court has indicated that trial judges should be

2025Mar. 9, 2018) (holding that a minority block holder may be deemed a controlling stockholder if she exercised actual control over the “deciding committee with respect to the challenged transaction” (citation omitted)). 93 Opening Br. at 44–46. 94 Id. 35 appeal.95 Equally important, the plaintiffs have not argued that the Vice Chancellor’s contrary factual findings on general and transactional control are clearly wrong.96 The “control” question is “a judicial conclusion that is reached after a fact specific analysis.”97 The Vice Chancellor found the following unchallenged facts to conclude that

2025Corp., 106 A.3d 1035, 1043 (Del. 2014) (“We will not overturn the Court of Chancery’s factual findings unless they are clearly erroneous.” (citation omitted)). 97 Weinstein, 870 A.2d at 506–07. 98 Post-Trial Opinion at *20–27.

2024C. § 2301(19)(a). 23 Testa-Carr’s Opening Br. 11. 24 State v. Dalton, 878 A.2d 451, 455 (Del. 2005). 25 19 Del.

2023Co., Inc., 681 A.2d 1026, 1035 (Del. 1996)). 5 WHEREAS, valuation “has long been recognized as a proper purpose” to inspect books and records; 24 a stockholder’s desire to investigate wrongdoing is also a proper purpose, but “[a] mere statement of a purpose to investigate possible general mismanagement, without more, will not entitle a shareholder to broad § 220 inspection relief[;]” 25 rather, the stockholder “need only establish by a preponderance of the evidence that there is a credible basis to suspect a possibility of wrongdoing[;]”26 WHEREAS, “[t]he scope of inspection is a fact-specific

2023Co., 685 A.2d 702, 713 (Del.

2021Pension Fund v. Brown, 988 A.2d 412, 419 (Del. 2010).

2020See McNulty, 2012 WL 1899834 , at *1 & n.9. 22 882 A.2d 761 , 2005 WL 2149337 (Del.

2019Exchange, 73 P.3d 1205, 1213 (Cal. 2003). 18 Id. at *9, n. 123 (citing and reviewing cases that utilized the “reasonable expectation doctrine”). 5 Policy as “(1) members of your immediate family who have no separate household; and (2) persons who reside with and are economically dependent upon you…”—is a fact specific inquiry appropriate for the jury.

2017Eng’g Co., 350 A.2d 765, 767 (Del. 1975). 69 Tenaglia-Evans v. St.

2015Michael was not allowed to make any phone calls.71 While in custody, Michael repeatedly asked to speak to 67 Roth v. State, 788 A.2d 101, 108 (Del. 2001) (quoting Martin v. State, 433 A.2d 1025, 1032 (Del. 1981)); see also Collins, 56 A.3d at 1018 . 68 Baynard v. State, 518 A.2d 682, 690 (Del. 1986); see also id. (“Factors which bear on these circumstances include the following: ‘the youth of the [declarant]; his lack of education or his low intelligence; the lack of any advice to the [declarant] of his constitutional rights; the length of detention; the repeated and prolonged nature of the qu

2015Michael was not allowed to make any phone calls.71 While in custody, Michael repeatedly asked to speak to 67 Roth v. State, 788 A.2d 101, 108 (Del. 2001) (quoting Martin v. State, 433 A.2d 1025, 1032 (Del. 1981)); see also Collins, 56 A.3d at 1018 . 68 Baynard v. State, 518 A.2d 682, 690 (Del. 1986); see also id. (“Factors which bear on these circumstances include the following: ‘the youth of the [declarant]; his lack of education or his low intelligence; the lack of any advice to the [declarant] of his constitutional rights; the length of detention; the repeated and prolonged nature of the qu

2015Michael was not allowed to make any phone calls.71 While in custody, Michael repeatedly asked to speak to 67 Roth v. State, 788 A.2d 101, 108 (Del. 2001) (quoting Martin v. State, 433 A.2d 1025, 1032 (Del. 1981)); see also Collins, 56 A.3d at 1018 . 68 Baynard v. State, 518 A.2d 682, 690 (Del. 1986); see also id. (“Factors which bear on these circumstances include the following: ‘the youth of the [declarant]; his lack of education or his low intelligence; the lack of any advice to the [declarant] of his constitutional rights; the length of detention; the repeated and prolonged nature of the qu

2015Michael was not allowed to make any phone calls.71 While in custody, Michael repeatedly asked to speak to 67 Roth v. State, 788 A.2d 101, 108 (Del. 2001) (quoting Martin v. State, 433 A.2d 1025, 1032 (Del. 1981)); see also Collins, 56 A.3d at 1018 . 68 Baynard v. State, 518 A.2d 682, 690 (Del. 1986); see also id. (“Factors which bear on these circumstances include the following: ‘the youth of the [declarant]; his lack of education or his low intelligence; the lack of any advice to the [declarant] of his constitutional rights; the length of detention; the repeated and prolonged nature of the qu

2015Michael was not allowed to make any phone calls.71 While in custody, Michael repeatedly asked to speak to 67 Roth v. State, 788 A.2d 101, 108 (Del. 2001) (quoting Martin v. State, 433 A.2d 1025, 1032 (Del. 1981)); see also Collins, 56 A.3d at 1018 . 68 Baynard v. State, 518 A.2d 682, 690 (Del. 1986); see also id. (“Factors which bear on these circumstances include the following: ‘the youth of the [declarant]; his lack of education or his low intelligence; the lack of any advice to the [declarant] of his constitutional rights; the length of detention; the repeated and prolonged nature of the qu

2015Michael was not allowed to make any phone calls.71 While in custody, Michael repeatedly asked to speak to 67 Roth v. State, 788 A.2d 101, 108 (Del. 2001) (quoting Martin v. State, 433 A.2d 1025, 1032 (Del. 1981)); see also Collins, 56 A.3d at 1018 . 68 Baynard v. State, 518 A.2d 682, 690 (Del. 1986); see also id. (“Factors which bear on these circumstances include the following: ‘the youth of the [declarant]; his lack of education or his low intelligence; the lack of any advice to the [declarant] of his constitutional rights; the length of detention; the repeated and prolonged nature of the qu