Amalgamated Bank v. Yahoo! Inc.
Delaware Court of Chancery
132 A.3d 752 (2016)
Yahoo's CEO Mayer allegedly mischaracterized an executive compensation offer to the compensation committee to secure approval of costly changes for a new COO, then made further changes on her own without any board or committee approval, resulting in a roughly $60 million severance payout when the underperforming executive was fired without cause 14 months later; Amalgamated (plaintiff), a Yahoo stockholder, sued Yahoo (defendant) under DGCL § 220 after Yahoo produced only documents already reviewed by the board and committee.
Whether a stockholder seeking access to corporate books and records must demonstrate a proper purpose for the inspection and that the requested documents are essential to that purpose.