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TITLE 8
Corporations
CHAPTER 1. GENERAL CORPORATION LAW
Subchapter VII. Meetings, Elections, Voting
and Notice
§ 220. Inspection
of books and records.
(a) As used in this section:
(1) "Stockholder" means a holder of record of
stock in a stock corporation, or a person who is the beneficial owner of
shares of such stock held either in a voting trust or by a nominee on behalf
of such person.
(2) "Subsidiary" means any entity directly or
indirectly owned, in whole or in part, by the corporation of which the
stockholder is a stockholder and over the affairs of which the corporation
directly or indirectly exercises control, and includes, without limitation,
corporations, partnerships, limited partnerships, limited liability
partnerships, limited liability companies, statutory trusts and/or joint
ventures.
(3) "Under oath" includes statements the
declarant affirms to be true under penalty of perjury under the laws of the
United States or any state.
(b) Any stockholder, in person or by attorney
or other agent, shall, upon written demand under oath stating the purpose
thereof, have the right during the usual hours for business to inspect for
any proper purpose, and to make copies and extracts from:
(1) The corporation's stock ledger, a list of
its stockholders, and its other books and records; and
(2) A subsidiary's books and records, to the
extent that:
a. The corporation has actual possession and
control of such records of such subsidiary; or
b. The corporation could obtain such records
through the exercise of control over such subsidiary, provided that as of
the date of the making of the demand:
1. The stockholder inspection of such books
and records of the subsidiary would not constitute a breach of an agreement
between the corporation or the subsidiary and a person or persons not
affiliated with the corporation; and
2. The subsidiary would not have the right
under the law applicable to it to deny the corporation access to such books
and records upon demand by the corporation.
In every instance where the stockholder is
other than a record holder of stock in a stock corporation, or a member of a
nonstock corporation, the demand under oath shall state the person's status
as a stockholder, be accompanied by documentary evidence of beneficial
ownership of the stock, and state that such documentary evidence is a true
and correct copy of what it purports to be. A proper purpose shall mean a
purpose reasonably related to such person's interest as a stockholder. In
every instance where an attorney or other agent shall be the person who
seeks the right to inspection, the demand under oath shall be accompanied by
a power of attorney or such other writing which authorizes the attorney or
other agent to so act on behalf of the stockholder. The demand under oath
shall be directed to the corporation at its registered office in this State
or at its principal place of business.
(c) If the corporation, or an officer or agent
thereof, refuses to permit an inspection sought by a stockholder or attorney
or other agent acting for the stockholder pursuant to subsection (b) of this
section or does not reply to the demand within 5 business days after the
demand has been made, the stockholder may apply to the Court of Chancery for
an order to compel such inspection. The Court of Chancery is hereby vested
with exclusive jurisdiction to determine whether or not the person seeking
inspection is entitled to the inspection sought. The Court may summarily
order the corporation to permit the stockholder to inspect the corporation's
stock ledger, an existing list of stockholders, and its other books and
records, and to make copies or extracts therefrom; or the Court may order
the corporation to furnish to the stockholder a list of its stockholders as
of a specific date on condition that the stockholder first pay to the
corporation the reasonable cost of obtaining and furnishing such list and on
such other conditions as the Court deems appropriate. Where the stockholder
seeks to inspect the corporation's books and records, other than its stock
ledger or list of stockholders, such stockholder shall first establish that:
(1) Such stockholder is a stockholder;
(2) Such stockholder has complied with this
section respecting the form and manner of making demand for inspection of
such documents; and
(3) The inspection such stockholder seeks is
for a proper purpose.
Where the stockholder seeks to inspect the
corporation's stock ledger or list of stockholders and establishes that such
stockholder is a stockholder and has complied with this section respecting
the form and manner of making demand for inspection of such documents, the
burden of proof shall be upon the corporation to establish that the
inspection such stockholder seeks is for an improper purpose. The Court may,
in its discretion, prescribe any limitations or conditions with reference to
the inspection, or award such other or further relief as the Court may deem
just and proper. The Court may order books, documents and records, pertinent
extracts therefrom, or duly authenticated copies thereof, to be brought
within this State and kept in this State upon such terms and conditions as
the order may prescribe.
(d) Any director shall have the right to
examine the corporation's stock ledger, a list of its stockholders and its
other books and records for a purpose reasonably related to the director's
position as a director. The Court of Chancery is hereby vested with the
exclusive jurisdiction to determine whether a director is entitled to the
inspection sought. The Court may summarily order the corporation to permit
the director to inspect any and all books and records, the stock ledger and
the list of stockholders and to make copies or extracts therefrom. The
burden of proof shall be upon the corporation to establish that the
inspection such director seeks is for an improper purpose. The Court may, in
its discretion, prescribe any limitations or conditions with reference to
the inspection, or award such other and further relief as the Court may deem
just and proper.
8 Del. C. 1953,
§ 220;
56 Del. Laws, c. 50;
63 Del.
Laws, c. 25, § 9;
70 Del.
Laws, c. 79, §§ 11, 12;
70 Del.
Laws, c. 186, § 1;
71 Del.
Laws, c. 339, § 39;
74 Del.
Laws, c. 84, §§ 5-8;
77 Del.
Laws, c. 253, §§ 20-23.;
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