The recent amendments to Section 220 of the Delaware General Corporation Law (DGCL) are, in a word, significant. These amendments fundamentally shift how stockholders can access corporate books and records. The changes, which came through Senate Bill 21 enacted on March 25, 2025, attempt to strike a balance between stockholder rights and corporate efficiency—but
Delaware Court Blocks Stockholder’s Attempt to Use Appraisal Rights as a Section 220 Workaround
In a noteworthy decision from the Delaware Court of Chancery, Vice Chancellor Morgan T. Zurn dismissed a stockholder’s attempt to use an appraisal petition as an alternative method to obtain corporate books and records.
What struck me most about this opinion is the court’s thorough analysis of the statutory distinctions between Sections 220 and 262.
Chancery Grants Conditional Stay of Delaware Books and Records Appeal
I’ve been following this case closely, and I think the Court of Chancery’s ruling offers a perfect illustration of Delaware’s pragmatic approach to books and records disputes. In a recent decision, the Delaware Court of Chancery addressed the standards for staying a books and records production order pending appeal. Vice Chancellor David’s opinion in Bruch
Fee-Shifting Granted Against Delaware Corporation in Books and Records Action; Receiver Appointed
In the Section 220 books and records inspection case of PVH Polymath Venture Holdings Ltd. v. TAG Fintech Inc., C.A. No. 2023-0502-BWD (Del. Ch. Jan. 26, 2024), PVH Polymath Venture Holdings Ltd. (“Polymath”) sought inspection of TAG Fintech, Inc.’s (“TAG”) records after discovering TAG had submitted a forged letter to Pakistani regulators. The
Delaware Court Emphasizes Strict Compliance with Books and Records Demand Requirements
As we’ve discussed previously, it is imperative that a stockholder making a books and records demand under Section 220 of the Delaware General Corporation Law (DGCL) comply with all statutory requirements. The recent decision of Martin Floreani et al. v. FloSports, Inc., C.A. No. 2023-0684-LM (Del. Ch. Oct. 31, 2024) underscores this
An Updated Primer on Delaware Books and Records Demands Pursuant to Section 220 of the DGCL
Delaware stockholders and directors have an important tool in their arsenal to obtain information from a Delaware corporation: Section 220 of the Delaware General Corporation Law (“DGCL”). The statute confers standing upon stockholders or directors to demand inspection of the books and records of a Delaware corporation. 8 Del. C. § 220.
This post will
Court of Chancery Rejects LLC Member’s Overbroad Books and Records Demand
In Barry Leistner v. Red Mud Enterprises LLC, C.A. No. 2023-0503-SEM (Del. Ch. Dec. 8, 2023), the Delaware Court of Chancery addressed Plaintiff Barry Leistner’s exceptions to a Magistrate’s Final Report that denied his books and records request regarding Red Mud Enterprises LLC. Leistner, a member and investor of the company, previously obtained a
Delaware Supreme Court Rejects Confidentiality Restrictions of Section 220 Demand Inspection
In the decision of James Rivest v. Hauppauge Digital, Inc., No. 442, 2022 (Del. July 10, 2023), the Delaware Supreme Court considered the extent to which a Delaware corporation’s production of books and records under Section 220 of the Delaware General Corporation Law should be subject to confidentiality restrictions.
Background
James Rivest was a
Section 220 Inspection Demand to Investigate Merger Process Granted
Books and records inspection demands commonly arise in connection with a major transaction of a Delaware corporation, including a merger. The decision of Kosinski v. GGP, Inc., C.A. No. 2018-0540-KSJM (Del. Ch. Aug. 29, 2019) involved such a demand to investigate mismanagement, including whether plaintiff had established a “credible basis” to infer mismanagement.
In
Confidentiality Order Requirement in Delaware Books and Records Actions Clarified by Supreme Court
A question often arises as to whether a party making a books and records demand under 8 Del. C. § 220 must enter into a confidentiality agreement in order to inspect responsive documents of the corporation.
The Delaware Supreme Court, in the decision of Tiger v. Boast Apparel, Inc., 214 A.3d 933 (Del. Aug.