‘If It Is Discoverable, It May Count: From Shareholder Rights to Inspect Books and Records to Implementing Caremark Duties’

Roy Shapira, ‘A New Caremark Era: Causes and Consequences’, 98 Washington University Law Review (forthcoming, 2021), available at SSRN. It is well known that corporate compliance departments’ effectiveness depends on the quality of information they receive. In ‘A New Caremark Era: Causes and Consequences’, Professor Roy Shapira argues that providing information to attorneys for plaintiffs also can enhance compliance. Delaware courts have broadened and are broadening shareholder inspection rights, interpreting DGCL §220. When plaintiff attorneys take advantage of this procedural change, their cases can survive motions to dismiss. Shapira traces out the substantive consequences of this expansion of access: It puts teeth into their Caremark arguments … (more)

[Robert Rosen, JOTWELL, 22 April]

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