Delaware Business Litigation Report

Court of Chancery Holds That A Books And Records Plaintiff Must Be A Stockholder At The Time Of Suit

Weingarten v. Monster Worldwide Inc., C.A. 12931-VCG (Feb. 27, 2017)

This decision resolved a matter of first impression: a plaintiff seeking corporate records under Section 220 of the DGCL must be a stockholder at the time he files his complaint to have standing.  Thus, when a stockholder makes a proper Section 220 demand, and a merger terminates his ownership interest in the corporation before he files his books and records action, the now-former stockholder loses standing to sue.  In short, stockholder-plaintiffs must be diligent in pursuing their record demands to avoid losing standing.

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