Thomas & Betts Corporation v. Leviton Manufacturing Co., Inc.
Supreme Court of Delaware
681 A.2d 1026 (1996)
Thomas & Betts Corporation (Thomas & Betts) (plaintiff) is a publicly traded New Jersey corporation. Leviton Manufacturing Co., Inc. (Leviton) (defendant) is a closely held Delaware corporation. In an effort to acquire Leviton, Thomas & Betts secretly purchased 29.1 percent of Leviton’s outstanding shares. Thomas & Betts then attempted to cultivate a working relationship with Leviton insiders. When that failed, Thomas & Betts served Leviton with a formal demand for inspection of corporate documents under § 220 of the Delaware General Corporation Law. The demand stated the documents were necessary to investigate possible waste and mismanagement, and to assist in the valuation of Thomas & Betts’ Leviton shares. When Leviton refused the inspection demand, Thomas & Betts filed action in the Court of Chancery seeking to compel inspection. The Court of Chancery held that Thomas & Betts’ demand for inspection was motivated by the improper purpose of gaining leverage in its efforts to acquire Leviton. However, the Court of Chancery held that Thomas & Betts was nonetheless entitled to limited, narrowly circumscribed inspection to value its Leviton shares, since Thomas & Betts had experienced a fundamental change of circumstances. Thomas & Betts appealed that decision.
Rule of Law
Holding and Reasoning (Veasey, C.J.)
What to do next…
Unlock this case brief with a free (no-commitment) trial membership of Quimbee.
You’ll be in good company: Quimbee is one of the most widely used and trusted sites for law students, serving more than 97,000 law students since 2011. Some law schools—such as Yale, Vanderbilt, Berkeley, and the University of Illinois—even subscribe directly to Quimbee for all their law students. Read our student testimonials.
Learn more about Quimbee’s unique (and proven) approach to achieving great grades at law school.
Quimbee is a company hell-bent on one thing: helping you get an “A” in every course you take in law school, so you can graduate at the top of your class and get a high-paying law job. We’re not just a study aid for law students; we’re the study aid for law students. Read more about Quimbee.
Here's why 153,000 law students have relied on our case briefs:
- Written by law professors and practitioners, not other law students. 13,500 briefs, keyed to 184 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.