Hurd v. Espinoza

Summary

The Delaware Supreme Court affirmed the Court of Chancery’s decision to unseal a letter concerning allegations of inappropriate conduct by Hewlett-Packard’s former CEO, Mark Hurd. The court held that confidentiality of documents filed in a Court of Chancery proceeding is governed by Delaware Court of Chancery Rule 5 and requires a showing of good cause. It concluded that the letter did not contain trade secrets, nonpublic financial information, or other third-party confidential information sufficient to justify continued sealing.

Holdings

1. Whether a document filed in the Court of Chancery should remain under seal is governed by Court of Chancery Rule 5, as interpreted by Delaware courts, rather than requiring resolution of California privacy law.
2. Hurd did not establish good cause to maintain the confidentiality of the Allred letter, and the Court of Chancery acted within its discretion in ordering the redacted letter unsealed.

Questions Presented

1. Whether the Court of Chancery properly applied Delaware law and Court of Chancery Rule 5 in deciding whether to keep the letter attached to a books-and-records complaint under seal.
2. Whether Hurd established good cause to maintain the confidentiality of the letter based on alleged privacy rights under California law or because the letter contained third-party confidential information.

Disposition

affirmed