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23-Apr-2017 23:51

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The next month, CNET announced that an internal investigation conducted by a special committee confirmed the CFRA report and announced that the company would need to restate its financial statements from 2003-05. 2007-2) (listing well over ten examples of broad categories of proper purposes under section 220). 20, 2007, a.m.) (arguing that the Seinfeld decision "illustrates that courts deliberately discourage the use of inspection rights by shareholders, using not the language in the statute but excessive pleading standards"). In mid-October 2006, CNET released further, more specific findings from the special committee, which concluded backdating had been a problem for the company from the time of its IPO in 1996. Such sensationalized criticism may make for an entertaining blog, but it is both unfair and incorrect. All books and records created by, distributed to, or reviewed by CNET's Board of Directors (the "Board"), or any member or committee thereof, showing the extent to which the CNET Compensation Committee delegated (or did not delegate) to management, either stock options under CNET's 1997 Stock option Plan ("1997 Plan") and, if such delegation occurred, the extent to which the Compensation Committee was made aware of the exercise prices and dates selected.2. All books and records establishing the specific chronology and events leading to the stock option grants alleged in the Amended Consolidated Verified Shareholder Derivative Complaint and exercise prices and grant dates associated therewith.4. Apr., 30, 2007) (order allowing leave to amend and denying motion for reconsideration). Cook, of Abrams & Laster, LLP, Wilmington, DE; Patrick E. This agreement was not, however, all encompassing, and now the parties dispute the scope of books and records to which plaintiffs are entitled. Farthing, of Latham & Watkins, LLP, Menlo Park, CA, of counsel, for Defendant. This seeming simplicity notwithstanding, CNET opposed the demand for inspection, the parties battled over discovery via a contentious motion to compel, and only on the brink of trial did CNET agree to share certain documents with plaintiffs. Plaintiffs, who are shareholders of CNET, initiated this action under 8 Del. § 220 to seek books and records relating to stock options backdating — a practice in which the company has already admitted it engaged — after being ordered to do so by a federal judge in California.This case, like so many others concerning backdated stock options, found its genesis in a March 18, 2006 article in the Wall Street Journal that suggested many large corporations were engaging in an options-granting practice that contravened corporate charters far and wide.

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Plaintiffs had alleged several theories to support their contention that demand on the CNET board would have been futile. Section 220 makes inspection available only for shareholders with a "proper purpose." If a shareholder could satisfy this burden by conclusorily repeating words previously used to describe a proper purpose, the requirement would be rendered meaningless, and well settled canons of statutory construction prevent such absurd results. The CFRA report specifically identified CNET as a company whose pattern of granting options indicated backdating. Of course, this means that Section 220 is not meant as a replacement for discovery under Rule 34."). On June 27, 2006, CNET disclosed that its option granting practices were under investigation by the U. Attorney for the Northern District of California and by the Securities and Exchange Commission. TUREZYN, & ROBERT SAUNDERS, FOLK ON THE DELAWARE GENERAL CORPORATION LAW § 220.6.3 (supp. Delaware courts have been harshly criticized for this requirement. Robert Brown's Inspection Rights under Delaware Law, [35] Indeed, the plaintiffs here specifically stated that one of their purposes for seeking a books and records inspection under section 220 was to investigate the good faith of the CNET directors. Finger and Charles Slanina, of Finger & Slanina, LLC, Wilmington, DE; Travis E, Downs III, Randall J. Because plaintiffs' purpose in this action is to obtain the particularized facts they need to adequately allege demand futility (rather than to investigate potential claims that plaintiffs have no standing to assert), plaintiffs may have access to certain documents pertaining to options granted before they owned shares.

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Goodman III, and Mary Lynne Calkins, of Coughlin, Stoia, Geller, Rudman & Robbins, LLP, San Diego, CA, of counsel, for Plaintiffs. Summarized as succinctly as possible, the issue is whether plaintiffs are entitled to documents relating to options granted before plaintiffs owned stock in CNET.

In so arguing, defendant relies heavily on Polygon Global Opportunities Master Fund v. In Polygon, Vice Chancellor Lamb refused to grant an investigation under section 220 where the shareholder, an arbitrage fund, purchased shares in the West Corporation after an announced reorganization and then sought a books and records inspection to look into potential derivative claims in connection with the proposed reorganization plan.



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