DExit Strategy: Delaware's Books And Records Reset

Stockholders of Delaware corporations for many years have had the right to examine stock ledgers, stockholder lists and "books and records" for a "proper purpose" under Section 220 of the Delaware General Corporation Law. Until recently, however, the concepts of "books and records" and "proper purpose" were not defined in the DGCL.

Over time, Delaware courts have broadened the scope of books and records demands, allowing stockholders to gain access not just to formal corporate records like board minutes, but also to informal documents such as emails and text messages. Courts have also lowered the threshold for demonstrating "proper purpose," requiring only a "credible basis" to suspect corporate wrongdoing.