Central Laborers Pension Fund v. News Corp.
Delaware Supreme Court
45 A.3d 139 (2012)
- Written by Steven Pacht, JD
Facts
Pursuant to § 220 of the Delaware General Corporation Law, the Central Laborers Pension Fund (fund) (plaintiff) made a demand to the News Corporation (corporation) (defendant) to inspect the corporation’s books and records to investigate potential breaches of fiduciary duties by the corporation’s directors. However, the fund’s inspection demand contained several errors, including naming the wrong corporation, inconsistently claiming to be both the record owner of corporation shares and the beneficial owner of the same shares, and failing to annex sworn proof of its beneficial ownership of the corporation’s shares. The fund subsequently filed suit in Delaware Chancery Court, seeking an order compelling the corporation to produce the requested books and records. The fund provided sworn evidence of its beneficial ownership of corporation stock in the course of the § 220 litigation. The corporation moved to dismiss the complaint, arguing, among other things, that the fund’s inspection demand did not comply with § 220’s requirements. The vice chancellor agreed and dismissed the complaint. The fund appealed.
Rule of Law
Issue
Holding and Reasoning (Holland, J.)
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