Ernesto Espinoza, Plaintiff-Below v. Hewlett-Packard Company, Defendant-Below

Summary

The Supreme Court of Delaware affirmed the denial of a shareholder’s demand under Section 220 to inspect an interim investigative report concerning the departure of HP’s former CEO. The Court held that the shareholder failed to prove the report was essential to his purpose of investigating the Board’s decision not to terminate the CEO for cause, because the report did not address that issue, its role in the decision was not shown to be central, and HP had disclosed the essential information from other sources. The Court therefore did not reach whether attorney-client privilege or work-product protection independently barred inspection.