Amalgamated Bank v. NetApp, Inc.Annotate this Case
This matter involved a request for books and records under Section 220 of the Delaware General Corporation Law. Plaintiff owned stocked in the defendant corporation and was also a plaintiff in a California state plenary state derivative action, in which it alleged that the defendant directors were liable to the corporation for a breach of their fiduciary duties. Because of the unusual procedural posture of this case, which included statements by the California Court appearing to endorse this action, the court ordered certain records produced. Defendants made production and plaintiffs subsequently filed a motion to compel, arguing that the production was insufficient. The court found that the issue was moot because plaintiff failed to file a third amended complaint before defendants filed and the parties briefed, a demurrer to the second amended complaint in the California action, and because, to the extent plaintiff needed expedited action on this motion to compel in order to file a third amended complaint, it failed to seek it. Defendant's demurrer had been submitted to the California court, which had stated that there would be no amendments to the now-completed briefing and that the second amended complaint would stand or fall with prejudice. Therefore, plaintiff no longer had a proper purpose.