Ashby & Geddes Aids Clients in Proxy Battle by Gaining Access to Biogen Idec’s Books and Records

On May 19, 2008, A&G successfully obtained a bench ruling  from  the Delaware Court of Chancery in favor of entities  associated with Icahn Enterprises against Biogen Idec, Inc. in an action brought pursuant to Section 220 of the Delaware General Corporation Law to obtain certain of Biogen’s books and records relating to a failed effort to sell Biogen in 2007.  The Court’s bench ruling and its Order, entered on May 29, 2008, compelled Biogen to produce the sought-after books and records, which included certain reports, bid-procedure letters and minutes of some of the Company’s board of directors meetings.   The Court allowed the Icahn entities to use  these books and records  in an ongoing proxy battle with Biogen management to support their position that management had constructed a flawed sale process and had misrepresented the details of that sale process to its shareholders.  The case, High River Limited Partnership, et. al v. Biogen Idec, Inc., now stands as one of the few instances in which the Court of Chancery has compelled a company to produce books and records to a stockholder engaged in an active proxy contest against management.   A team of Ashby & Geddes attorneys from the Corporate Litigation and Counseling practice group, including Stephen E. Jenkins, Richard I. G. Jones, Jr., Andrew D. Cordo and Tiffany Guyer Lydon, represented the plaintiff investment funds.  You may read the transcript of the Court’s bench ruling here.