If you’re a shareholder in a Delaware corporation, you may have the right to inspect internal corporate documents. This right stems from Section 220 of the Delaware General Corporation Law (“DGCL”), which allows shareholders to make what is commonly referred to as a Delaware books and records request or a Delaware 220 request. These requests are an essential tool for stockholders seeking information about corporate governance, financial performance, or potential misconduct.
This guide explains the basics of Delaware books and records requests, including what they are, when they apply, and how they work in practice. Whether you’re an investor, in-house counsel, or part of a shareholder advocacy group, understanding DGCL 220 is key to navigating corporate oversight.
A Delaware books and records request is a statutory mechanism that permits stockholders to inspect certain internal documents of a Delaware corporation. This right is not optional—Delaware law provides it as a matter of statutory entitlement. However, without a Delaware-licensed attorney, there is no effective mechanism to enforce this right in the Delaware Court of Chancery. If a corporation refuses to comply and the matter is litigated successfully with Delaware counsel, the court may award attorneys’ fees to the stockholder. The recent case Gilead v. Petry reaffirmed that when companies stonewall legitimate requests, courts will not only compel production but also shift fees.
In a welcome development for shareholders, the Delaware Court of Chancery has streamlined enforcement of DGCL 220 requests by increasingly assigning these matters to magistrate judges. These judicial officers are often able to hear and decide books and records cases more quickly, increasing access to relief and reducing delay. But without a Delaware attorney, these advantages are inaccessible—220 requests without Delaware counsel are effectively meaningless.
A proper purpose means a purpose reasonably related to the person’s interest as a stockholder. Common examples include:
Notably, Delaware courts have rejected overly broad or speculative requests. The documents sought must be narrowly tailored and essential to achieving the stated purpose.
Delaware law, especially after the 2025 amendments, has expanded the definition of “books and records” under DGCL 220. A well-crafted Delaware 220 request can now seek:
In some circumstances, courts have even required companies to produce emails and electronic communications where necessary to evaluate board action or inaction. Often, the information uncovered during a books and records inspection forms the foundation for securities litigation or follow-on fiduciary duty claims. Courts have recognized that this information is not only discoverable but frequently essential to crafting a complaint that survives a motion to dismiss.
To properly invoke your rights under DGCL 220, your demand must:
2. State your status as a stockholder and include proof of beneficial ownership
3. State your proper purpose
4. Describe with reasonable particularity the records requested and how they relate to your purpose
5. Be sent to the corporation’s registered office or principal place of business
A Delaware corporation has five business days to respond. If the request is denied or ignored, the stockholder can file an action in the Delaware Court of Chancery to compel inspection. This is where enforcement becomes crucial. Having Delaware counsel not only ensures procedural compliance but provides a path to court intervention—and potentially to fee-shifting relief in your favor.
As of 2025, Senate Bill 21 (SB21) amended DGCL 220 to clarify and expand what shareholders can access. Key additions include the ability to request director questionnaires, subsidiary records under the parent’s control, and materials provided to the board—not just formal minutes. The law now allows for reasonable confidentiality restrictions, and companies can redact irrelevant information.
However, Delaware courts continue to emphasize that requests must be targeted. A shareholder cannot simply demand “all documents” related to a topic. The request must identify documents specifically related to the stated purpose, and courts scrutinize whether the documents are truly “essential.”
Books and records inspections are often a precursor to litigation, especially in cases involving:
They can also be used to:
Importantly, Delaware courts have allowed these requests even when no litigation has yet been filed—provided there’s a credible basis to investigate.
From a practical standpoint, a successful Delaware books and records request can often lead to resolution without full-scale litigation. Companies sometimes settle or take remedial action once informed of shareholder scrutiny. But to get there, the request must be procedurally sound, legally justified, and strategically framed.
For institutional investors, foundations, and activist shareholders, DGCL 220 has become a key part of governance strategy. And for private companies, particularly those nearing a liquidity event or facing internal disputes, responding appropriately to such a request is critical.
The crux of Section 220 is enforceability. The right to inspect is not meaningful unless it can be vindicated in court. That’s where we come in. Our firm has experience crafting strategic Delaware 220 requests and pursuing enforcement in the Delaware Court of Chancery. We don’t just advise—we act.
A Delaware books and records request under Section 220 is a powerful legal right—but it must be used wisely. Drafting a demand that meets the legal requirements, withstands judicial scrutiny, and avoids being dismissed as a “fishing expedition” takes careful planning and legal insight.
Whether you’re considering a Delaware 220 request or responding to one, understanding the contours of this statute is crucial. For stockholders, it offers transparency. For companies, it is a reminder of accountability.
If you have questions about how DGCL 220 might apply to your situation, consult with legal counsel experienced in Delaware corporate law. The stakes can be high, and the standards are exacting—but the right request, used in the right way, can make a significant difference.
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