DE info rights are not helpful to most employees. If the employees hold options, they do not have info rights (though they may have some disclosure rights once the company gets to a certain size). Once the employees exercise and receive stock, they still may be asked to waive info rights contractually as a condition of receiving the stock if that was part of the option agreement. That said, if the employee is a stockholder and has not waived info rights, the company probably will not be able to withhold the requested financial info...if that employee is willing to drop the money on lawyers to go to DE Chancery Court. It is a pyrrhic victory.
I have personally found it very frustrating to deal with venture-backed startups on behalf of departing employees. Typically the employees have to decide whether to exercise option grants within 90 days of termination, and the strike price might be a meaningful amount to someone who has just lost a job (whether voluntarily or not). Both for economic as well as tax reasons, we need insight into the value of the underlying stock. But companies are quite tight-lipped about it, and their lawyers often stonewall. They may also try to impose new contractual requirements on exercise that were not agreed to in the original option grant! I view this as the height of bad faith vis-a-vis former employees. But appears to be standard operating procedure for certain companies and law firms, who shall remain nameless...
> Once the employees exercise and receive stock, they still may be asked to waive info rights contractually as a condition of receiving the stock if that was part of the option agreement
Section 220 rights are statutory. You cannot waive them. If you own stock in a Delaware company, you are entitled to inspection rights.
Yes you can. See Korum v. Webasto, 769 A.2d 113 (2000). Such a waiver is a standard part of many forms such as those used by Orrick and Clerky, and I use it myself. Just has to be "expressed clearly".
Korum was a director of the company.[1] A director has duties to the company that an ordinary shareholder does not.
It's hard to see how a NDA could survive sale of the stock. If an employee sells some of their shares to another party, that party gets the right to examine the books, but isn't subject to the NDA.
Korum is cited by a line of cases in DE for the proposition that info rights are waivable as long as the waiver is expressed clearly. There may be an easier case to parse for people who are not used to analyzing caselaw, but there you go.
Because I have professional duties that prevent me from discussing specific matters! I have to wait a couple years and then complain in as general and non-attributed a manner as possible.
I have personally found it very frustrating to deal with venture-backed startups on behalf of departing employees. Typically the employees have to decide whether to exercise option grants within 90 days of termination, and the strike price might be a meaningful amount to someone who has just lost a job (whether voluntarily or not). Both for economic as well as tax reasons, we need insight into the value of the underlying stock. But companies are quite tight-lipped about it, and their lawyers often stonewall. They may also try to impose new contractual requirements on exercise that were not agreed to in the original option grant! I view this as the height of bad faith vis-a-vis former employees. But appears to be standard operating procedure for certain companies and law firms, who shall remain nameless...