Tuesday, August 17, 2010

The Cains Win In NJ State Court -- Again! -- On Broader Access To Schering-Plough Board Minutes

About a year and a quarter ago, the Cains won at trial in New Jersey state court; now they've won again -- on appeal. The ruling (a 20 page PDF file) was entered and published in a New Jersey state appellate court, this afternoon. (H/T NJ.com/Star-Ledger). Significantly, New Merck -- now "standing in the shoes" of legacy Schering-Plough -- may still appeal to the New Jersey supreme court. The case is styled as Cain v. Merck f/k/a Schering-Plough Corp., et al., (NJ Case No. A-2138-08T2, decided August 17, 2010).

These New Jersey state corporate law records and documents -- once disclosed, however -- will ALSO be available in the Cains' other suit -- a federal breach of fiduciary duties putative class action, called Cain v. Hassan, et al.:

. . . .We are required to determine whether reference to "minutes" in this statute refers only to minutes of shareholder meetings or includes the minutes of the board of directors and the executive committee. We conclude that the qualified right of inspection under the statute extends to the minutes of the board of directors and the executive committee. However, the shareholders are entitled to examine only those portions of the minutes that address their "proper purpose." They are not entitled to examine the minutes in order to explore unsubstantiated allegations of general mismanagement. . . .

We'll keep you posted (background included) if and when Merck files its state-level supreme court appeal.

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