Saito v. McKesson HBOC, Inc.
Delaware Supreme Court
806 A.2d 113 (2002)
Noel Saito (plaintiff) bought McKesson Corporation stock shortly after it agreed to merge with HBO & Company, forming McKesson HBOC (defendant); months after the merger closed, McKesson HBOC announced it was restating several prior years' earnings due to HBOC accounting errors. After an earlier derivative suit against McKesson's directors was dismissed for insufficient evidence, Saito filed a books-and-records request under Delaware law to investigate possible fiduciary breaches and supplement his derivative claims. The trial court found Saito had a proper purpose but denied him documents predating his stock purchase, documents created by third parties, and documents created by HBOC before the merger, and Saito appealed.
Whether a shareholder's right to inspect corporate records extends to documents that serve a secondary, improper purpose in addition to a proper one, and to documents created by third parties.