Amalgamated Bank v. Yahoo! Inc.

How courts have described this case

Verbatim parenthetical descriptions written by other courts when citing this decision. Ranked by citation-network relevance.

• recognizing that “[t]he starting point—and often the ending point—for a sufficient inspection will be board level documents evidencing the directors’ decisions and deliberations, as well as the materials that the directors received and considered”
• recognizing that “[a] plaintiff is generally the master of its complaint and can choose what it wants to plead,” and holding that the “incorporation condition” for inspection “does not change the pleading standard that governs a motion to dismiss”
• noting that even under Rule 12(b)(6) a “plaintiff may not reference certain documents outside the complaint and at the same prevent the court from considering those documents’ actual terms”
• noting that in “many organizations, the corporate secretary maintains a central file for each board meeting . . . . [that] contains the minutes for the meeting and the materials that the directors received and reviewed”
• ordering production of CEO emails where CEO personally handled the personnel decisions that the stockholder sought to investigate
• confirming parties can agree that Section 220 documents are deemed incorporated by reference in the complaint without altering the Rule 12(b)(6) standard of review

Source: CourtListener parenthetical corpus (CC0).