Lebanon County Employees’ Retirement Fund v. AmerisourceBergen Corporation
Delaware Court of Chancery
2020 WL 132752 (2020)
Facts
Lebanon County Employees’ Retirement Fund and a health plan (plaintiffs) owned stock in AmerisourceBergen Corporation (defendant), one of the world’s largest opioid-medication distributors. The opioid epidemic prompted a flood of lawsuits against AmerisourceBergen and other distributors. Congressional investigations found AmerisourceBergen failed to address suspicious opioid orders and sold to rogue pharmacies that diverted drugs into illegitimate channels. Shareholders began investigating whether AmerisourceBergen engaged in wrongdoing, and they sought to inspect its books and records. The request specified its purpose was to investigate possible fiduciary breaches, mismanagement, and legal violations by the board connected to opioids; consider remedies to be sought; evaluate board-member independence and disinterestedness; and evaluate possible litigation or corrective measures. The request asked for documents prepared, disseminated, considered, or discussed in anticipation of, during, or as a result of board or committee meetings. AmerisourceBergen rejected the request as lacking a proper purpose and overly broad, prompting the shareholders to bring a books-and-records action.
Rule of Law
Issue
Holding and Reasoning (Laster, J.)
What to do next…
Here's why 707,000 law students have relied on our case briefs:
- Written by law professors and practitioners, not other law students. 44,500 briefs, keyed to 983 casebooks. Top-notch customer support.
- The right amount of information, includes the facts, issues, rule of law, holding and reasoning, and any concurrences and dissents.
- Access in your classes, works on your mobile and tablet. Massive library of related video lessons and high quality multiple-choice questions.
- Easy to use, uniform format for every case brief. Written in plain English, not in legalese. Our briefs summarize and simplify; they don’t just repeat the court’s language.
