Grove

BACKGROUND

Juul is a Delaware corporation that, during the period relevant to this case, was headquartered in San Francisco. Grove is a former employee of Juul who during his employment received options to acquire shares in the company. In accepting these options, Grove acknowledged they were being granted under a standard-form stock option agreement and could only be

1 exercised under another standard-form agreement (the Exercise Agreement). Grove stopped working for Juul in late 2017, and the following year he exercised options to acquire 5,000 shares of Juul stock.

I. Grove’s Demand To Inspect Company Records

On December 27, 2019, Grove sent Juul a demand to inspect the company’s books and records pursuant to California Corporations Code section 1601 (section 1601). Section 1601 states in part: “The accounting books, records, and minutes of proceedings of the shareholders and the board and committees of the board of any domestic corporation, and of any foreign corporation keeping any records in this state or having its principal executive office in this state, . . . shall be open to inspection . . . upon the written demand on the corporation of any shareholder . . . at any…