Nvidia Corporation v. City of Westland Police and Fire Retirement System

Summary

The Court affirmed most of an order requiring NVIDIA to produce books and records under Section 220, but reversed the ruling that the stockholders could establish a proper purpose using their demands and interrogatory responses without allowing NVIDIA a fair opportunity to test that purpose. The Court held that sufficiently reliable hearsay may be used in a Section 220 proceeding, but the stockholders forfeited that benefit here by withholding their witness plans and depriving NVIDIA of an opportunity for deposition or other examination. The Court otherwise upheld the conclusions that the requests complied with Section 220, that the stockholders established a credible basis to infer possible wrongdoing, and that the ordered documents were essential and sufficient.