Ask a MoFo: What are inspection rights under Delaware law?

In a corporation, stockholders are typically not involved in the management of the business (unless otherwise negotiated). The corporation’s board of directors and executive officers bear that responsibility. As a result, stockholders may not have relevant information concerning the corporation’s activities.

To address this information imbalance, Section 220 of the Delaware General Corporation Law (DGCL) grants stockholders certain statutory rights to access corporate information. Specifically, a stockholder has a qualified right to inspect and make copies of the corporation’s stock ledger, stockholder list, and other books and records, upon written demand under oath. The right of inspection may be exercised by any stockholder of the corporation, regardless of the number of shares owned or the duration of ownership.

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