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MELZER v. CNET NETWORKS, INC.

Civil Action No. 3023-CC.

934 A.2d 912 (2007)

Martin MELZER, and Rollin Linderman, Plaintiffs v. CNET NETWORKS, INC., a Delaware corporation, Defendant.

Court of Chancery of Delaware.

Date Decided: November 21, 2007.

Attorney(s) appearing for the Case

David L. Finger and Charles Slanina, of Finger & Slanina, LLC, Wilmington, DE; Travis E, Downs III, Randall J. Baron, Kathleen A. Herkenhoff, Benny C. Goodman III, and Mary Lynne Calkins, of Coughlin, Stoia, Geller, Rudman & Robbins, LLP, San Diego, CA, of counsel, for Plaintiffs.

Kevin G. Abrams and Nathan A. Cook, of Abrams & Laster, LLP, Wilmington, DE; Patrick E. Gibbs, Philip J. Wang, and Andrew M. Farthing, of Latham & Watkins, LLP, Menlo Park, CA, of counsel, for Defendant.

OPINION

CHANDLER, Chancellor.

This should have been a very easy case. Plaintiffs, who are shareholders of CNET, initiated this action under 8 Del. C. § 220 to seek books and records relating to stock options backdating — a practice in which the company has already admitted it engaged — after being ordered to do so by a federal judge in California. This seeming simplicity notwithstanding, CNET opposed the demand for inspection...

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