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Monster Worldwide Inc. doesn’t have to turn over internal documents to a former shareholder seeking to investigate whether directors breached their legal duties in connection with the company’s $429 million merger with Randstad Holding NV, the Delaware Chancery Court ruled Feb. 27 ( Weingarten v. Monster Worldwide Inc. , Del. Ch., No. 12931-VCG, 2/27/17 ).
Vice Chancellor Sam Glasscock III, answering a question of first impression, said a former shareholder who loses his ownership interest in a company as a result of a merger doesn’t have standing after that to bring a books and records lawsuit under Delaware law.
The ruling makes it more difficult for shareholder litigants to use the books and records process to uncover information about merger and acquisition transactions.
Under Delaware law, shareholders have the right to access a company’s books and records for certain purposes. If the company refuses an inspection demand, the shareholder can initiate a lawsuit to compel the inspection.
A Randstad wholly-owned subsidiary Nov. 1 acquired all the outstanding shares of Monster, a Weston, Mass.-based company that operates one of the world’s largest employment websites. Randstad is a multinational human resources consulting firm.
Former stockholder Joe Weingarten sent a letter Oct. 19 to Monster demanding to inspect certain books and records. After the company denied his request, the shareholder filed a lawsuit Nov. 22—more than three weeks after the deal closed and Weingarten lost his shares—seeking more information related to the deal’s process and potential conflicts of interest.
Under Delaware’s books and records statute, Weingarten was required to “first establish” he was a stockholder at the time the lawsuit was filed, the court said in dismissing the lawsuit.
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The decision is available at http://www.bloomberglaw.com/public/document/JOE_WEINGARTEN_Plaintiff_v_MONSTER_WORLDWIDE_INC_Defendant_No_129.
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