Introduction
Under Delaware General Corporation Law Section 220 (Section 220) [1], stockholders and directors have a statutory right to inspect their company’s books and records. This right is a key tool for corporate accountability. An inspection means that the stockholder or directors gain access to review or copy books and records, enabling them to confirm how the company is managed, assess the value of their shares, and investigate potential misconduct [2]. While often resolved voluntarily, disputes may be brought before the Delaware Court of Chancery.
Requirements for a Books and Records Demand
A proper books and records demand in Delaware must meet a few requirements：
Written form – The demand must be written under oath delivered to the company at its registered office or principal place of business [3].
Eligible parties – The person making the demand must meet the eligibility criteria described in the next section.
Proper purpose – The demand must clearly state a reason reasonably related to the stockholder’s interest (e.g., valuing shares, investigating mismanagement, communicating with other stockholders). The burden is on the stockholder to show the purpose is proper [4].
Scope tied to purpose – The demand should specify which records are sought and show how they are necessary to achieve the stated purpose [5]. The court largely focus its analysis on the scope of inspection [6].
Eligibility to Inspect Books and Records
Under Section 220, a stockholder [7] and a director [8] has the right to inspect a company’s books and records. A “stockholder” means either (1) the person whose name appears on the company’s stock ledger (record holder), or (2) the beneficial owner of shares held by a nominee or in a voting trust [9].
Procedure for Books and Records Demands by Stockholders
Under Section 220, a stockholder may submit a written demand under oath stating a proper purpose and identifying the records requested. The company may comply, negotiate scope, or refuse. If it refuses or does not respond within five business days, the stockholder’s remedy is to file a court proceeding in the Delaware Court of Chancery under Section 220; any inspection ordered is typically subject to reasonable confidentiality and use restrictions and may include redactions.
As per Section 220, such cases are handled “summarily” [10]. Under Rules of the Court of Chancery of the State of Delaware (the Rules), In the State of Delaware, summary proceedings can generally be completed in 45-90 days [11]. For a books and records demand, the procedures are pursuant to:
Filing Complaint: Stockholder files a verified complaint (under oath) in the Delaware Court of Chancery seeking an order to compel inspection after the company fails to provide or respond regarding books and records demand.
Response: in response to the Complaint, the company has 2 choices [12]:
file an Answer, or
file a Motion, such as a motion to dismiss. If the Motion is denied, the company must serve its answer within 10 days after the denial. However, it is generally disfavored in the pleading-stage [13].
Scheduling Order: The court issues an expedited scheduling order by setting forth a designated court date for the case and authorizing the counsels for both sides to confer and propose dates for depositions, discovery cut-offs, and briefing [14]. The court may then approve the schedule as it deems appropriate.
Discovery: the discovery, including document requests and depositions, is subject to the Scheduling Order.
Briefing: (1) opening brief by plaintiff, (2) Answering brief by defendant, and (3) Reply brief by plaintiff, with timeline pursuant to the Scheduling Order.
Trial/Hearing: The Court of Chancery is authorized to appoint a Magistrate “in any cause” [15]. Therefore, Magistrates in Chancery may hear books and records actions to ensure expedited procedure. Magistrates issue a Report or Recommendation to the Chancellor for a binding ruling order.
Under Rule 144(g), the parties may stipulate a final adjudication by voluntarily waiving the right to file exceptions or appeal. In this case, the Magistrate’s Final Report becomes the final decision.
Exceptions: Exceptions are the formal way to challenge a Magistrate’s Report. As per Rule 144: Magistrate in Chancery Reports of Rules of the Court of Chancery of the State of Delaware (hereinafter referred to as “Rule 144”), a party may file exceptions within 3 days after the Report is filed in a summary proceeding and submit a proposed briefing schedule on exceptions within 5 days after exceptions were filed. Exceptions ask the Chancellor or Vice Chancellor to review the Magistrate’s findings de novo (fresh review) before adopting them as the Court’s order [16].
Decision & Order: if no exceptions were filed within the deadline, the Magistrate’s Final Report is treated as adopted by the Court and becomes the order; if exceptions were filed, the Chancellor will review them and issue the final binding ruling, under Rule 144 [17].
Unfavorable decision: If the Chancellor/Vice Chancellor enters a final order denying inspection, the client’s recourse would be to appeal to the Delaware Supreme Court. Notice of appeal must be filed within 30 days of the final judgment under Delaware Supreme Court Rule 6(a) [18].
Scope of Books and Records Inspection
According to Section 220, a stockholder and a director has a statutory right to inspect a company’s books and records. On March 25, 2025, Section 220 was amended, significantly narrowing the range of corporate documents that a stockholder may inspect under normal circumstances [19]. Some examples of books and records are the Certificate of Incorporation, the current bylaws, and director and officer independence questionnaire [20] [21].
If you would like to learn more about your right to inspect the books and records of a Delaware company, or the types of documents that may be available for inspection, please feel free to contact us.
Cited Source
[18] Delaware Court of Chancery. Civil Action Frequently Asked Questions. Wilmington, DE: Delaware Courts, 2024. https://courts.delaware.gov/forms/download.aspx?id=174928. Accessed September 15, 2025.
[11] Delaware Court of Chancery, Guidelines for Persons Litigating in the Court of Chancery (Wilmington, DE: Delaware Courts, revised October 15, 2024), https://courts.delaware.gov/forms/download.aspx?id=99468 . Accessed September 15, 2025.
[12] [14] [16] [17] Delaware Court of Chancery, Rules of the Court of Chancery of the State of Delaware (Wilmington, DE: Delaware Courts, revised November 14, 2024), https://courts.delaware.gov/forms/download.aspx?id=160908 . Accessed September 15, 2025.
[1] [3] [4] [5] [7] [8] [9] [10] [20] Delaware General Corporation Law, 8 Del. C. § 220. Inspection of books and records of stockholders, Delaware Code Online, State of Delaware, https://delcode.delaware.gov/title8/c001/sc07/#220 . Accessed September 15, 2025.
[19] [21] Goodwin Procter LLP. What Are “Books and Records”? Delaware Reduces Uncertainty Surrounding Stockholder Inspection Rights. Client Alert, March 2025. https://www.goodwinlaw.com/en/insights/publications/2025/03/alerts-practices-ma-what-are-books-and-records-delaware-tries-to-reduce. Accessed September 15, 2025.
[2] Rennie, Sheldon K., and Carl D. Neff. Directors’ and Shareholders’ Reference Guide to Summary Proceedings in the Delaware Court of Chancery. Wilmington, DE: Fox Rothschild LLP, 2012. https://delawarechancerylawblogredesign.foxrothschildblogs.com/wp-content/uploads/sites/139/2013/01/DirectorsShareholdersReferenceGuide1.pdf . Accessed September 15, 2025.
[13] [15] Rostocki, Brian, Benjamin Chapple, and John Miraglia. 2023. “Books and Records Actions Are Being Assigned to Masters in Chancery: Here’s the Chancellor’s Guidance.” Reed Smith Viewpoints (blog), July 26, 2023. https://viewpoints.reedsmith.com/post/102icwy/books-and-records-actions-are-being-assigned-to-masters-in-chancery-heres-the . Accessed September 15, 2025.
[6] Skadden, Arps, Slate, Meagher & Flom LLP. Books and Records Demands: 2023 Recap. Insights: The Delaware Edition, December 2023. https://www.skadden.com/insights/publications/2023/12/insights-the-delaware-edition/books-and-records-demands-2023-recap. Accessed September 15, 2025.
