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Delawares Court of Chancery Rules that Former Directors Lack Standing to Pursue Statutory Information Demands

January 10, 2014

BY KEVIN C. LOGUE & KEVIN P. BROUGHEL

Section 220(d) of Delaware's General Corporation Law memorializes a corporate director's broad and fundamental rights to inspect corporate books and records. The Court of Chancery in King v. DAG SPE Managing Member, Inc., was confronted with a books and records demand by a former director who was not a stockholder of the corporation. The Court held that neither Section 220(d) nor common law inspection rights afforded the director a right of inspection. This decision should provide helpful guidance to corporations confronted with information demands from former directors.

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