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ARTICLE · 13 MARCH 2015

Books And Records Action: Demand Cannot Be Expanded Mid-Litigation

Pierson Ferdinand LLP
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A books and records demand made under Section 220 of the Delaware General Corporation Law, must state a "proper purpose", and the categories of documents sought must be "necessary and essential" to such stated proper purpose.

United StatesCorporate/Commercial Law
Carl Neff
Carl Neff

A books and records demand made under Section 220 of the Delaware General Corporation Law ("DGCL"), must, among other things, state a "proper purpose", and the categories of documents sought must be "necessary and essential" to such stated proper purpose.

After a Section 220 demand is made, a corporation has five business days to allow for inspection.  If the corporation denies inspection rights or declines to provide inspection to all of the books and records demanded, then a shareholder or director may petition the Delaware Court of Chancery to compel the corporation to allow for inspection of such books and records.

The question becomes – after a petition is filed with the Court of Chancery, may the scope of documents requested be expanded during the litigation by the petitioning shareholder or director?

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