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Compliance

A stockholder requests company records: organize the demand before responding

Preserve the request, establish its scope with counsel and prepare a controlled collection and production record for a Delaware corporation.

By Institution3 minute readPublished View sources
In this guide

Preserve the request and involve counsel promptly

Save the complete demand, attachments, delivery envelope or transmission details, and the time received. Route it immediately to counsel and the officer responsible for corporate records. Do not treat it as an ordinary customer-service inquiry or let different executives send informal promises about what the company will provide.

Ask counsel to establish the response timetable and preservation instructions. Retain potentially relevant records in their existing form, including materials held by former administrators or outside providers. A collection project should not replace old documents with newly written summaries or erase drafts because the company prefers a cleaner archive.

Let counsel assess the demand against current Delaware law

Delaware section 220 governs specified stockholder inspection rights. Its current text addresses the requesting person's status, the form and purpose of the demand, particularity and the relationship between the records sought and that purpose. It also defines categories of corporate books and records. Have counsel evaluate the actual demand under the applicable version of the law.

Provide the ownership evidence and any authorization included with the request. Identify whether the person relies on record ownership, beneficial ownership or an agent's authority. Do not deny a request merely because the sender's name is absent from a marketing contact list, or assume a broad request must be fulfilled without legal review.

References: Delaware Code, title 8: stockholders, records and voting, sections 212-224

Collect against a request-by-request schedule

Break the requested materials into entries that preserve the requester's wording. For each, record the date range, likely custodian, storage location and collection status. Keep a distinction between a record that does not exist, one that has not been found and one counsel has decided falls outside the required response.

Collect originals or faithful copies with their existing dates and attachments. If board materials refer to an omitted exhibit, search for that exhibit and note the result. Give counsel a separate list of inaccessible or disputed records so the legal response does not overstate the completeness of the collection.

Prepare production under the agreed protections

Section 220 addresses reasonable confidentiality, use and distribution restrictions and certain redactions. Counsel should determine which protections, privilege treatment and production terms are appropriate. Administrative staff should apply the approved instructions consistently without deciding legal exclusions on their own.

Use a production index and a controlled delivery method. Retain a copy of exactly what was provided, any approved redactions and the delivery evidence. Where an inspection is arranged instead of a document delivery, record the agreed place or access method, dates and materials made available.

References: Delaware Code, title 8: stockholders, records and voting, sections 212-224

Keep the response record separate from ordinary maintenance

Track questions, supplements and disputes through counsel until the matter is resolved. Preserve the demand and response chronology with appropriate access restrictions. A later supplement should identify what it adds rather than silently replacing the earlier production.

Once counsel permits ordinary maintenance to resume, address the archive gaps the collection revealed. Assign a custodian for missing board exhibits or unclear record versions. The company should be able to show how it handled this particular demand without suggesting that a tidy folder alone resolves the stockholder's legal rights.

Sources

Requirements and product details can change. Check the linked guidance for the facts that apply to your situation.

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