United Technologies Corp. v. Treppel

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United Technologies Corp. appealed a Court of Chancery judgment holding that the court did not have the authority to impose a specific condition on a books and records inspection under section 220(c) of the Delaware General Corporation Law (DGCL). United Technologies had sought to restrict the use of any information garnered from an inspection by a shareholder, Lawrence Treppel, to legal action in a Delaware court. The Court of Chancery denied the corporation's request, determining that such a limitation “is not the type of restriction that 220(c) seeks to impose.” On appeal, United Technologies argued that the court did have the authority, under the statute itself and the line of cases interpreting it, to impose the requested limitation, and the court erred by not doing so in this case. The Supreme Court reversed and remanded, finding that the plain text of section 220 provided broad power to the Court of Chancery to condition a books and records inspection. The court erred in determining that it lacked authority under the statute to impose the requested restriction. The Supreme Court remanded the case so that the Court of Chancery could consider in the first instance whether, in its discretion, it should impose such a restriction based on the specific facts in this case. View "United Technologies Corp. v. Treppel" on Justia Law