Bass, Berry & Sims attorney Brant Phillips was quoted in an article published by Agenda, an affiliate of the Financial Times. The article focused on the Delaware Court of Chancery's ruling in Amalgamated Bank v. Yahoo, in which the Court ruled that company directors were required to disclose all types of electronic communications – including personal emails – in response to a shareholder's Section 220 request for books and records. The decision has received much attention in the both the media and legal circles for its potentially far-reaching implications. The controversial facts of the case – which concern the $60 million severance package reportedly given to Yahoo's former COO after a tenure of only 14 months – may limit the precedential impact of the ruling in other cases. "I think the circumstances surrounding this employee, his departure and his compensation package cannot be overlooked in terms of how Vice Chancellor Laster decided this case," Brant explains. Regardless of the consequences from this decision, email is subject to discovery in litigation, and companies should be proactive in setting policies that govern director communications.
The full article, "Access to Directors' Personal E-Mails Granted," was published by Agenda on May 23, 2016, and is available online (subscription required).