Publications

Demands to Inspect Corporate Books and Records

Fall 2005
Marc Weingarten
Activist Investing Developments - Fall 2005

Section 220 of the Delaware General Corporation Law ("Section 220") provides stockholders of a Delaware corporation with the statutory right to access such corporation's books and records, described by the courts as "a powerful right" and "an important part of the corporate governance landscape."  Demands to inspect a corporation's stockholder list, usually in the context of a proxy solicitation, are made pursuant to this section.  In addition, the Delaware courts have consistently promoted the utilization of Section 220 as a means for stockholders to obtain more detailed information from a company prior to filing a claim, to ensure the existence of facts sufficient to properly make a claim. Despite its utility, Section 220, historically, has seldom been employed for a purpose other than to obtain a stockholder list or in the context of derivative suits.