Polygon Global Opportunities Master Fund v. West Corporation

Delaware Court of Chancery

2006 WL 2947486 (2006)

Relevant factsFree

After West Corporation (defendant) announced a squeeze-out merger recapitalization giving minority shareholders a cash premium while its controlling family received different, more favorable treatment, arbitrage fund Polygon (plaintiff) bought shares post-announcement and demanded inspection of corporate books, citing purposes of valuing its shares for a possible appraisal and investigating potential fiduciary breaches; West rejected the demands as lacking a proper purpose under 8 Del. C. § 220.

IssueFree

Whether valuing stock in order to decide whether to seek an appraisal is a proper purpose for the inspection of corporate books and records.

Holding & reasoning

The court resolved the question by applying the controlling rule to the facts and explaining precisely why the outcome followed. Its reasoning ties the doctrine to the record so you can reproduce the analysis on an exam.

Procedural history, concurrence & dissent

This section traces the case from the trial court through appeal and lays out how each opinion lands. Separate writings sharpen the majority's limits and flag the arguments most likely to resurface in class.

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