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New Chancery Guidance On Books And Records Law

Law360 (April 19, 2019, 12:15 PM EDT) -- Section 220 of the Delaware General Corporation Law permits a stockholder of a Delaware corporation to obtain certain corporate books and records, provided the stockholder’s demand for inspection is made for a “proper purpose” and meets other form and manner requirements. The most common “proper purpose” cited by stockholders is the desire to investigate potential corporate mismanagement, waste or other wrongdoing.

In order to gain access to corporate books and records for this purpose, however, a stockholder must demonstrate that a credible basis exists to infer actual mismanagement or wrongdoing. And, even when a stockholder can do so, he, she or...

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