Inspecting Corporate Books and Records: Placing the Delaware Supreme Court’s Recent Wal-Mart Decision in Context

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In July of 2014, the Delaware Supreme Court affirmed a Court of Chancery order requiring Wal-Mart Stores, Inc. to provide to a stockholder, pursuant to Section 220 of the Delaware General Corporation Law, attorney-client privileged communications concerning an internal investigation. The decision, Wal-Mart Stored, Inc. v. Indiana Electrical Workers Pension Trust Fund IBEW, 95 A.3d 1264 (Del. 2014), unnerved many corporate counsel, as it gave rise to the concern that sensitive privileged communications concerning internal corporate matters might someday be subject to disclosure. Wal-Mart, however, should not be viewed as a marked departure in Delaware corporate law, or a signal that future stockholder discovery might be more intrusive than prior events.

This webinar will place the Wal-Mart decision in context, providing the audience with a robust understanding of the requirements and case law interpreting Section 220 of the Delaware General Corporation Law and the unusual circumstances giving rise to the Wal-Mart decision. The webinar will also address the detailed holdings of the law of attorney-client privilege applied in Wal-Mart – the Garner doctrine.

Educational Objectives:
• Examine the requirements and case law interpreting Section 220 of the Delaware General Corporation law.
• Discuss the ramifications of the Wal-Mart decision.
• Explore how to make and respond to future stockholder demands to inspect books and records.

Who would benefit most from attending this program?
Those most benefited from the webinar include in-house and outside corporate counsel and litigators who are likely to guide clients through the process of making and responding to demands to inspect a business entity’s books and records.



 Brian is a partner at Goodwin Procter LLP’s Litigation Department and a member of its Business Litigation Practice. He concentrates on complex commercial litigation and restructuring matters, including the representation of financial institutions, hedge funds, private investors and investment banks in various civil and insolvency matters. Brian also has extensive experience advising clients on complex litigation involving contract disputes, securities fraud claims and valuation disputes. He has represented both domestic and international clients in federal and state courts throughout the United States, including bankruptcy court and in connection with civil investigations brought by federal and state governmental authorities. Brian is a member of the New York bar.


Kathaleen is a partner at Young Conaway Stargatt & Taylor LLP. Her practice focuses on corporate, alternative entity, and commercial litigation, primarily in the Delaware Court of Chancery.  Her litigation practice frequently involves expedited proceedings, including requests for temporary restraining orders and preliminary injunctive relief.  Kathaleen has experience in a variety of substantive areas, including Delaware corporate and alternative entity law, mergers and acquisitions, access to books and records, indemnification and advancement, complex contractual agreements, arbitration agreements, covenants not to compete, and trade secret misappropriation. Kathaleen began her legal career as a staff attorney for Delaware's Community Legal Aid Society, Inc.  Prior to her legal practice, Kathaleen engaged in human rights work with Belfast-based organizations, including Madden & Finucane, Solicitors, and Intercomm Belfast. She is a member of the Delaware bar.


James is an associate at Young Conaway Stargatt & Taylor LLP. He practices primarily in the Court of Chancery of the State of Delaware with a focus on corporate litigation. He has worked on matters involving corporate governance, valuation and appraisal, mergers and acquisitions, proxy contests, indemnification and advancement, and stockholder requests for access to books and records. He also has experience in litigation involving expedited injunctive relief, trade secrets, intellectual property, and complex contractual disputes in the Court of Chancery. During law school, James served as Lead Executive Editor of the Journal of Law and Commerce and as a senior editor of JURIST. He worked as a teaching assistant in the Legal Analysis and Writing program at the University of Pittsburgh School of Law. James also completed externships for the Honorable Joy Flowers Conti of the United States District Court for the Western District of Pennsylvania and the Honorable John T. J. Kelly, Jr., of the Superior Court of Pennsylvania. James is a member of the Delaware and Pennsylvania bars.