Melzer v. CNET Networks, Inc.

How courts have described this case

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

• concluding that investigating a corporation’s admitted stock option backdating constituted a proper purpose under Section 220
• finding that an act in violation of the corporate charter is an ultra vires act, and therefore, “is not the product of valid business judgment”
• noting that Section 220 “does not permit unfettered access” to books and records
• permitting shareholders to examine books and records predating ownership to search for evidence to support their demand futility allegation
• explicitly authorizing review of corporate books and records to determine whether illegal backdating occurred
• “There is no shortage of proper purposes under Delaware law, but perhaps the most common ‘proper purpose’ is the desire to investigate potential corporate mismanagement, wrongdoing, or waste.” (internal citations omitted)

Source: CourtListener parenthetical corpus (CC0).