Axcelis Technologies is a Delaware corporation that manufactures ion implementation and semiconductor equipment. Westland is a Michigan

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Axcelis Technologies is a Delaware corporation that manufactures ion implementation and semiconductor equipment. Westland is a Michigan pension fund that owns Axcelis common stock on behalf of its beneficiaries. One day, Sumitomo Heavy Industries (SHI), a Japanese company, makes an unsolicited bid to acquire Axcelis for $5.20 per share, but Axcelis’s board of directors rejects SHI’s proposal on the grounds that the offered price is too low. A few weeks later, SHI makes a second bid in an attempt to acquire Axcelis, this time for $6 per share, but the board again rejects SHI’s proposal, feeling that it undervalues the corporation and is not within the best interests of Axcelis and its shareholders. Later that year, Axcelis receives a letter from Westland requesting seven categories of books and records from Axcelis and its subsidiaries. Westland’s purpose for this demand is to investigate Axcelis’s board members’ compliance with their fiduciary duty to Axcelis and its shareholders as related to SHI’s acquisition proposals. Axcelis is refusing to comply with this demand. Westland is now asking the Delaware Court of Chancery to order Axcelis to provide it access to the books and records. Should the Delaware Court of Chancery grant Westland access to this information?

Common Stock
Common stock is an equity component that represents the worth of stock owned by the shareholders of the company. The common stock represents the par value of the shares outstanding at a balance sheet date. Public companies can trade their stocks on...
Corporation
A Corporation is a legal form of business that is separate from its owner. In other words, a corporation is a business or organization formed by a group of people, and its right and liabilities separate from those of the individuals involved. It may...
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Business Law The Ethical Global and E-Commerce Environment

ISBN: 978-1259917110

17th edition

Authors: Arlen Langvardt, A. James Barnes, Jamie Darin Prenkert, Martin A. McCrory

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