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Delaware General Corporation Law Section 220 permits a stockholder (who complies with the ?form and manner? requirements of making a demand) to access corporate books and records for a ?proper purpose??which, most commonly, is to investigate suspected corporate wrongdoing (such as potential fiduciary breaches by ...
Delaware General Corporation Law Section 220 permits a stockholder (who complies with the ?form and manner? requirements of making a demand) to access corporate books and records for a ?proper purpose??which, most commonly, is to investigate suspected corporate wrongdoing (such as potential fiduciary breaches by ...
Under Section 220, a stockholder plaintiff must have a proper purpose for seeking a corporation's books and records. When that purpose is to investigate possible wrongdoing, she bears the burden to demonstrate a ?credible basis? to suspect that wrongdoing has occurred.
Code, § 1501, subd. (a) & (c).) Shareholders who are (or were) employees of the corporation have independent rights under the California Labor Code to inspect all records the corporation must maintain under, inter alia, Labor Code section 226, subdivisions (a) and (b), and Labor Code section 1174, subdivision (d).
Another general development is that books-and-records demands now frequently seek not only formal board materials, such as minutes and presentations, but also electronic communications, such as emails and text messages from personal accounts and devices.