Shareholder Inspection Rights After SB 21: How Would AmerisourceBergen Come Out Now?

The continuing saga of what the Delaware legislature wrought in SB 21

Given that this Substack started in May 2025, it’s probably not surprising that much of our attention has been devoted to Delaware SB 21. (For the benefit of any non-corporate law types coming late to the party, here is an explainer on what SB 21 is all about. I’ll also post a list of all of our posts on that topic shortly.)

I’m in the process of updating my Business Associations casebook to reflect SB 21. In the very near future, Foundation Press will be sending out a Fall 2025 update with multiple sets of problems that adopters can use to incorporate various aspects of SB 21 into various topics scattered throughout the casebook.

Today, I worked up a problem set dealing with the changes SB 21 made to DGCL § 220 with respect to shareholder inspection rights.

The leading case in the book on shareholder inspection rights is AmerisourceBergen Corporation v. Lebanon County Employees’ Retirement Fund (Del. 2020). The problem set is basically designed to ask how AmerisourceBergen would come out under DGCL § 220 as amended by SB 21. Because I thought that question might be of interest to my readers grappling with the new § 220, I’ve worked up into a new post for my Substack.