can someone help me do the IRAC for this topic United Techs. Corp. v. Treppel 109 A.3d 553 (Del. 2014) below is attached the chapter and the entire case.

5/3/23, 11:00 AM Shareholders' Inspection and Information Rights Page 44-13 https://prod.reader-ui.prod.mheducation.com/epub/sn_8f833/data-uuid-1d043b6d60b14b7591bc2731be852d6e 1/115/3/23, 11:00 AM Shareholders' Inspection and Information Rights Shareholders' Inspection and Information Rights Understand the rights and powers ofshareholders and how shareholders exercise their powers. Inspecting a corporation's books and records is sometimes essential to the exercise of a shareholder's rights. For example, a shareholder may be able to decide how to vote in a director election only after examining corporate nancial records that reveal Whether the present directors are managing the corporation protably. Also, a close corporation shareholder may need to look at the books to determine the value of his shares. https://prod.readerui.prod.mheducation.com/epub/sn_8f833/datauuid1d043b6d60b14b7591bc2731b6852d69 2/11 5/3/23, 11:00 AM Shareholders' Inspection and Information Rights Many corporate managers are resistant to shareholders' inspecting the corporation's books and records, charging that shareholders are nuisances or that shareholders often have improper purposes for making such an inspection. Sometimes, management objects solely on the ground that it desires secrecy. Most of the state corporation statutes specically grant shareholders inspection rights. The purpose of these statutes is to facilitate the shareholder's inspection of the books and records of corporations whose managements resist or delay proper requests by shareholders. A shareholder's lawyer or accountant may assist the shareholder's exercise of his inspection rights. The MBCA grants shareholders an absolute right of inspection of an alphabetical listing of the shareholders entitled to notice of a meeting, including the number of shares owned. Access to a shareholder list allows a shareholder to contact other shareholders about important matters such as shareholder proposals. The MBCA also grants an absolute right of inspection of, among other things, the articles, bylaws, and minutes of shareholder meetings within the past three years. Shareholders have a qualied right to inspect other records, however. To inspect accounting records, board and committee minutes, and shareholder minutes more than three years old, a shareholder must make the demand in good faith and have a proper purpose. Proper purposes include inspecting the books of account to determine the value of shares or the propriety of dividends. On the other hand, learning business secrets and aiding a competitor are clearly improper purposes. Shareholders also have the right to receive from the corporation information that is important to their voting and investing decisions. The MBCA requires a corporation to furnish its shareholders nancial statements, including a balance sheet, an income statement, and a statement of changes in shareholders' equity. The Securities Exchange Act of 1934 also requires publicly held companies to furnish such statements, as well as other information that is important to shareholders' voting and investing decisions. The SarbanesOxley Act requires the CEO and the CFO of public companies to certify that to their knowledge all https://prod.readerui.prod.mheducation.com/epub/sn_8f833/datauuid1d043b6d60b14b7591bc2731b6852d69 3/11 5/3/23, 11:00 AM Shareholders' Inspection and Information Rights financial information filed with the SEC fairly presents the financial condition of the company and does not include untrue or misleading material statements. In the following case, United Techs. Corp. v. Treppel, the Delaware Supreme Court delineated some of the limits of the shareholder inspection right. Page 44-14 https://prod.reader-ui.prod.mheducation.com/epub/sn_8f833/data-uuid-1d043b6d60b14b7591bc2731be852d6e 4/115/3/23, 11:00 AM Shareholders' Inspection and Information Rights United Techs. Corp. v. Treppel 109 A.3d 553 (Del. 2014) https://prod.reader-ui.prod.mheducation.com/epub/sn_8f833/data-uuid-1d043b6d60b14b7591bc2731be852d6e 5/115/3/23, 11:00 AM Shareholders' Inspection and Information Rights United Technologies Corp. is a Delaware corporation. Lawrence Treppel, a United Technologies shareholder sent the company a litigation demand letter, seeking to \"investigate, address, remedy, and commence proceedings against certain oicers and directors.\" Treppel's claims arose out of a June 2012 investigation by the US. Department of Justice into violations of federal law by United Technologies in exporting software to the Chinese government for use in a military helicopter. However, the board rejected Yreppel's demand, stating that it had determined that litigation was \"not in the best interests of the Company.\" The letter contained only two paragraphs and did not provide any additional explanation for the board's decision. Treppel then sought to use his inspection rights under 220 to \"evaluate\" the board's decision to reject his litigation demand. After several unsuccessful rounds of negotiation between the parties, Ireppel led a 55 220 action in the Court of Chancery, seeking access to United Technologies's books and records without any usage restrictions. United Technologies responded to Yreppel Is claims in the Court of Chancery with two separate, but related, arguments.- 1. That Yreppel's intention to use information from his inspection to le outside of Delaware negated his proper purpose under 200( b ). 2. Alternatively, if Treppel's purpose was proper, the Court of Chancery should limit the use of information gained from a books and records inspection to legal action in a Delaware court, using its authority under 200( c) to prescribe limitation or conditions in connection with granting the inspection. In its post-trial bench opinion, the Court of Chancery ruled that United Technologies was not entitled to the restriction it sought. The Court of Chancery determined that the limit \"is not the type of restriction that 220(c) seeks to impose.\" The Court of Chancery also held that Deppel 's purpose, for inspecting United Technologies's books and records (inquiring into the board 's decision to deny his litigation demand ) was proper. On appeal, United Technologies argues that the Court of Chancery erred in limiting its own authority to impose the requested restriction, and that the company is entitled to the restriction in this case. https://prod.readerui.prod.mheducation.com/epub/sn_8f833/datauuid1d043b6d60b14b7591bc2731b6852d69 6/11 5/3/23, 11:00 AM Shareholders' Inspection and Information Rights Strine, Chief Justice The ability to limit the use of information gathered from an inspectionnot just the scope of the inspection itselfhas long been recognized as within the Court of Chancery's discretion. \"Delaware courts have repeatedly 'placed reasonable restrictions on shareholders' inspection rights in the context of suit brought under 8 Del. C. 220.\"' In some cases, inspections have been denied entirely if the plaintiff's \"proper purpose\" for seeking books and records could not be effectuated. For example, a plaintiff would lack standing to sue if the inspection warranted further legal action. Aware of the costs of inspections, which are ultimately borne by stockholders, Delaware courts have been reluctant to grant 220 relief when there is other pending litigation against the corporation and discovery is thus the more appropriate mechanism for obtaining relevant documents. In restricting a stockholder's ability to use corporate books and records in certain ways, Delaware case law has consistently reected the underlying principle that the stockholder's inspection right is a \"qualied\" one. Accordingly, the Court of Chancery has a wide discretion to shape the breadth and use of inspections under 220 to protect the legitimate interests of Delaware corporations. Nothing in the text of 220 itself or in any Delaware case law that interprets the section limits the Court of Chancery's authority to restrict the use of material from an inspection when those interests are threatened, and thus, in this case, the Court erred when it concluded that it lacked the statutory authority to impose its own preclusive limitation. However, it should be noted that caution is still needed because use restrictions under 220(c) have traditionally been tied to case-specic factors. For example, if a petitioner les for books and records and has a good faith purpose to investigate possible wrongdoing, and there has been htlpszl/prod.readerui.prod.mheducation.com/epub/sn_8f833/datauuid1d043b6d60b14b7591b02731b6852d69 7/11 5/3/23, 11:00 AM Shareholders' Inspection and Information Rights no prior litigation, then the Court of Chancery might conclude that there is no reason to impose a use restriction of the kind United Technologies seeks here. In that situation, the Court of Chancery can consider in its discretion whether a forum use restriction is warranted, because the possible complications the restriction injects into the 220 litigation may not be justied by any substantial interests of the respondent corporation. Further, the absence of preexisting litigation would be relevant because the company and its stockholders would not have suffered the costs of defending duplicative litigation. Judgment REVERSED and REMANDED. Page 44-15 htlps://prod.readerui.prod.mheducation.com/epub/sn_8f833/datauuid1d043b6d60b14b7591bc2731b6852d69 8/11 5/3/23, 11:00 AM Shareholders' Inspection and Information Rights Ethics and Compliance in Action One of the most memorable scenes in the 2010 film The Social Network is when Facebook co-founder Eduardo Saverin confronts his business partner and now billionaire Facebook chairman, CEO, and controlling shareholder, Mark Zuckerberg. Saverin, who had just been asked to sign documents agreeing to dilute his shares in the company, storms over to Zuckerberg's desk, smashes his computer, and announces that he better "lawyer up" because Saverin is coming back to take the entire company. Whether real life was as dramatic as the movie is not clear, but the effects of share dilution would have been for Saverin. In order to limit Saverin's role in the company, Zuckerberg created a new company to acquire the original company he and Saverin co-founded, and then distributed new shares in the new company to everybody but Saverin. This included Sean Parker, the creator of Napster and an advisor to Facebook at the time. According to the following e-mail made public after Saverin's lawsuit against Facebook was settled for an undisclosed sum (sources suggest 4-5% of the shares of the new company, now worth billions), Zuckerberg hoped to minimize the chance of Saverin knowing that his shares were being diluted. [Redacted], This email should probably be attorney-client privileged, not quite how to do that though. Anyhow, Sean and I have agreed that a price of one-half https://prod.reader-ui.prod.mheducation.com/epub/sn_8f833/data-uuid-1d043b6d60b14b7591bc2731be852d6e 9/115/3/23, 11:00 AM Shareholders' Inspection and Information Rights cent per share is the way to go for now. We think we can maybe almost just/iv and if not, we 7/ just deal with it later. We also agreed that if the company bonusing us the amount we need for the shares, plus tax, is a good solution to the problem of us all being completely broke. As far as Eduardo goes, I think it's safe to ask for his permission to make grants. Especially if we do it in conjunction with raising money. It's probably even OK to say how many shares we're adding to the pool. It's probably less OK to tell him who's getting the shares, just because he might have adverse reaction initially But I think we may even be able to make him understand that. Is there a way to do this without making it painfully apparent to him that he's being diluted to 10%? OK, that's all for now I'll send you the list of grants lneed made in another email in a second. Sean can send you grants for his people [later]. Hope you guys both feel better Mark . Was it ethical for Zuckerberg to dilute Saverin's shares? Why did he allow Facebook's lawyers to ask for Severin's permission but ask them to withhold some information? - What legal protections could Saverin assert in an action against Zuckerberg? https:llprod.readerui.prod.mheducation.comlepublsn_8f833ldatauuid1d043b6d60b14b7591b02731be852d69 10l11 5/3/23, 11:00 AM Shareholders' Inspection and Information Rights How could Facebook have assured Saverin would not prevail in a suit over the share dilution? https://prod.reader-ui.prod.mheducation.com/epub/sn_8f833/data-uuid-1d043b6d60b14b7591bc2731be852d6e 11/11