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Business Entities Keyed to Chiappinelli
Chitwood v. Vertex Pharmaceuticals, Inc.
Citation:
71 N.E.3d 492 (Mass. 2017)Facts
In November, 2012, the plaintiff sent a letter to the corporation’s board of directors detailing what he characterized as the false and misleading statements and identifying the officers and directors he contended had wrongfully engaged in insider trading. He demanded that the board initiate litigation on behalf of the corporation against the parties responsible for issuing the false and misleading statements. In response, the board informed the plaintiff by letter that the special committee had completed its investigation and reported its findings to the board. On June 19, 2013, the plaintiff shareholder made a written demand to inspect the corporation’s books and records to investigate potential wrongdoing, mismanagement, and breaches of fiduciary duties by the members of the board. The board rejected the June 19 demand for inspection. On August 15, 2013, the shareholder filed suit, seeking an order compelling the corporation to allow the inspection and copying of the books and records he had demanded in his June 19 letter.
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