Editor’s note: This article is part two of a series.
In part I of this article, we discussed how in Quantum Technology Partners IV L.P. v. Ploom, C.A. No. 9054-ML (Del. Ch. May 14, 2014) (Master’s Final Report), Master in Chancery Abigail M. LeGrow faced the “unwelcome task” of finding an appropriate middle ground between the extreme positions taken by the parties in a Section 220 action concerning what terms should be included in a confidentiality order in connection with the inspection of corporate books and records where inspection was sought in part to assist the stockholder in marketing its shares. Specifically, we discussed how LeGrow dealt with the issues of defining competitor, confidential information and highly confidential information for purposes of the confidentiality order and the restrictions LeGrow recommended on the use of such information. LeGrow then turned to other matters that needed to be addressed in the order, including restrictions on which financial advisers could receive confidential information, who had the burden to justify confidentiality designations, the timeframe for production of information, liability for unauthorized disclosures, and whether the use of the information or the designations themselves were subject to any sunset provision.
