In it's April 26, 2023 opinion in Ontario Provincial Council of Carpenters' Pension Trust Fund v. Walton, the Delaware Court of Chancery provides a cautionary lesson for corporate boards and their counsel on the risks over sharply limiting the scope of responses to shareholder demands for information. No. 2021-0827-JJTL, 2023 WL 3093500 (Del. Ch. April 26 2023).
In Walton, the court denied the defendants' motion to dismiss, in large part due to Walmart's decision to both extensively redact and withhold as privileged documents the company produced in response to a books and records demand under Delaware law.
While the Walton decision arose in the context of a motion to dismiss a derivative case on the grounds of demand futility, vice chancellor Travis Laster's guidance can be extrapolated to the broader context of discovery in shareholder and other litigation.
Reprinted with permission from the Oct. 18, 2023 issue of New York Law Journal. © 2023 ALM Media Properties, LLC.
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