Practice Area Insights — Delving into Books and Records Demands

23 Min View By: Emily V. Burton, Oderah C. Nwaeze

In this engaging discussion, Emily V. Burton and Oderah C. Nwaeze explore books and records demands under Section 220 of the Delaware General Corporation Law, which gives stockholders the right to inspect corporate books and records for certain proper purposes. Providing insights from both the stockholder and corporate sides, they discuss everything from the specificity needed for a demand to notable Section 220 litigation and its impact on best practices for corporate record production. They also touch on the role of directors, including the unique dynamics of their inspection rights and when director emails are produced. Throughout, Burton and Nwaeze highlight tips and strategies for the reality of this area of practice.

This video was filmed at the ABA Business Law Section’s 2022 Hybrid Annual Meeting. To learn more about this topic, check out the on-demand CLE versions of the meeting’s related program: Books and Records: What To and Not to Do in Ubiquitous Section 220 Actions.

Read more about the video’s featured speakers below:

Emily V. Burton (Partner, Young Conaway Stargatt & Taylor) litigates internal governance issues and complex commercial disputes, primarily in the Delaware Court of Chancery. She has deep and broad expertise with Delaware corporate and alternative entity law, as well as a particular expertise representing special committees and litigating compliance with Delaware’s corporate formalities, including issues involving corporate control under Section 225 or validation under Sections 204 or 205 of the DGCL. Emily is a creative litigator who prioritizes solving clients’ problems over winning a particular fight. She has worked on teams in both a lead and co-counsel role for both corporate boards and individual stockholders.

Oderah C. Nwaeze is a first-chair trial attorney and partner in the Delaware and Philadelphia offices of Faegre Drinker, where helps clients resolve complex corporate and commercial disputes. Oderah’s practice includes matters involving shareholder rights; actions arising under Delaware General Corporation Law and Delaware common law; lawsuits stemming from mergers, acquisitions and other corporate transactions; and breach-of-contract matters. Given the influence of Delaware law on other states, Oderah handles similar matters in jurisdictions across the firm’s footprint. He also counsels financial institutions in consumer-related litigation, having developed an understanding of the legal and business sensitivities of banking clients through a secondment with TD Bank.

Oderah’s work has been recognized by the Philadelphia Business Journal’s “Best of the Bar” and “40 Under 40” awards, as well as Super Lawyers, who has listed him as a Rising Star for Delaware business litigation every year since 2020. Oderah also has received several awards from the Philadelphia Tribune, including its “10 Under 40 to Watch,” Philadelphia “Leaders,” and “2021 Most Influential African Americans.” In 2021, Best Lawyers gave Oderah the “Ones to Watch” recognition.

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