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Business Associations Keyed to Epstein, 5th Ed.
Melzer v. CNET Networks, Inc.
Citation:
934 A.2d 912 (2007)Facts
In 2006, a CFRA report identified CNET as a company whose pattern of granting options indicated backdating. CNET subsequently disclosed that its option granting practices were under investigation by federal authorities. In July 2006, CNET announced that an internal investigation confirmed backdating issues and that the company would need to restate financial statements. In October 2006, CNET released findings that backdating had been a problem since its 1996 IPO. Plaintiffs filed a derivative action in federal court, which was dismissed for failure to adequately plead demand futility. The federal judge granted leave to amend and stayed proceedings pending a books and records demand in Delaware. Plaintiffs then made a Section 220 demand to CNET seeking various documents related to stock option practices, including those predating their stock ownership. When CNET refused to comply, plaintiffs initiated this action. CNET argued that plaintiffs should be barred from inspecting any books and records that predate their ownership of CNET stock because they lacked standing under Section 327 to bring derivative claims for wrongs that occurred before they purchased stock.
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