Amalgamated Bank V. Yahoo!
IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE AMALGAMATED BANK, Trustee for the ) LongView LargeCap 500 Index Fund and ) LongView LargeCap 500 Index VEBA ) Fund, ) ) Plaintiff, ) ) v. ) C.A. No. 10774-VCL ) YAHOO! INC., ) ) Defendant. ) OPINION Date Submitted: November 5, 2015 Date Decided: February 2, 2015 Christine S. Azar, Ryan T. Keating, LABATON SUCHAROW LLP, Wilmington, Delaware; Thomas A. Dubbs, James W. Johnson, LABATON SUCHAROW LLP, New York, New York; Counsel for Plaintiff Amalgamated Bank. Kathaleen S. McCormick, Richard J. Thomas, YOUNG CONAWAY STARGATT & TAYLOR, LLP, Wilmington, Delaware; Mark R.S. Foster, Su-Han Wang, MORRISON & FOERSTER LLP, San Francisco, California; Counsel for Defendant Yahoo! Inc. LASTER, Vice Chancellor. Plaintiff Amalgamated Bank (―Amalgamated‖) demanded to inspect the books and records of respondent Yahoo! Inc. pursuant to Section 220 of the Delaware General Corporation Law, 8 Del. C. § 220. Amalgamated‘s stated purpose was to investigate the hiring and subsequent firing of Yahoo‘s Chief Operating Officer, Henrique de Castro. This post-trial decision orders a tailored production of some of the documents identified in the demand. The production is subject to a condition: The resulting documents will be deemed incorporated by reference in any derivative complaint that Amalgamated may file relating to the subject matter of the demand. I. FACTUAL BACKGROUND A trial on a paper record took place on September 29, 2015. The following facts were proven by a preponderance of the evidence. A. Change At Yahoo 2012 was a big year for Yahoo. Ten of the eleven members of the board of directors (the ―Board‖) joined that year.
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