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Conservative Caucus v. Chevron Corp.

Delaware Court of Chancery
525 A.2d 569 (1987)


Facts

The Conservative Caucus Research Analysts & Education Foundation (Conservative Caucus) (plaintiff), holder of 30 shares of stock in Chevron Corporation (defendant), made a demand for access to Chevron’s shareholder list pursuant to Delaware General Corporation Law (DGCL) § 220. Its stated purpose was to communicate to other shareholders that Chevron’s business activities in Angola posed serious risks to the company. Specifically, it was claimed, if Chevron continued operating in Angola, it would suffer losses due to property damage from the possible outbreak of war, sanctions imposed by the U.S. government, and other complications due to the unstable nature of the Angolan government. Conservative Caucus also wanted to voice its support for a resolution called the Danielson Resolution, which requests the board of directors to make certain demands of the Angolan government. When Chevron refused to turn over the shareholder list, Conservative Caucus brought this action to compel Chevron to do so. Chevron argued that it not required to turn over the list because Conservative Caucus has not stated a proper purpose, because its interests are solely political, because the Danielson Resolution is not a proper subject for shareholder action, and because Chevron shareholders should be free from harassment.

Rule of Law

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Holding and Reasoning (Harnett, J.)

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