KT4 Partners LLC v. Palantir Technologies Inc.

203 A.3d 738 (2019)

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KT4 Partners LLC v. Palantir Technologies Inc.

Delaware Supreme Court
203 A.3d 738 (2019)

Facts

KT4 Partners LLC (KT4) (plaintiff) was a stockholder of Palantir Technologies Incorporated (Palantir) (defendant), a privately held technology company. In 2016, Palantir amended its investors’ rights agreement, severely restricting KT4’s rights. KT4 sent a demand letter to Palantir pursuant to Delaware law, requesting to inspect Palantir’s books and records, including emails, to investigate suspected wrongdoing related to the amendments. Palantir rejected the demand. KT4 filed a summary books and records action in the Delaware Court of Chancery to compel Palantir to comply with the demand. The chancery court held that KT4 had a proper purpose for its demand and ordered Palantir to produce certain books and records. However, although the books and records lacked information related to the 2016 amendments, the court denied KT4’s request to inspect Palantir’s emails. KT4 appealed to the Delaware Supreme Court. KT4 presented evidence that Palantir conducted much of its corporate business, including business related to the 2016 amendments, via email. Therefore, KT4 argued that Palantir’s emails were likely to contain evidence of the alleged wrongdoing and were thus essential to KT4’s investigative purpose.

Rule of Law

Issue

Holding and Reasoning (Strine, C.J.)

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