In the recent decision of Amalgamated Bank v. Yahoo! Inc., C.A. 10774-VCL (Del. Ch. Feb. 2, 2016), Vice Chancellor Laster issued a “must read” decision that ruled on whether the language of Section 220 of the DGCL (books and records demand statute) includes within its gambit electronically stored information (“ESI”).

Plaintiff Amalgamated Bank’s

Often times, parties move to seek inspection of books and records under Section 220 in order to support a claim against management for corporate misconduct. However, the Court of Chancery has consistently held that a credible basis must be established that actionable corporate wrongdoing occurred in order to substantiate the demand.

This maxim was illustrated

In the case of Oklahoma Firefighters Pension & Retirement System v. Citigroup, C.A. No. 9587-ML (Del. Ch. Apr. 24, 2015), the Delaware Court of Chancery affirmed the Final Report of Master LeGrow, and granted inspection rights to a plaintiff of CitiGroup in order to investigate possible wrongdoing of its Mexican subsidiary.  We previously discussed

Section 220 of the Delaware General Corporation Law (“DGCL”) provides a stockholder with the ability to inspect a corporation’s stocklist.  Upon the prerequisites of the statute being met, the burden lies with the corporation to establish impropriety of the demand.

The statutory description of the documents subject to inspection in connection with a stocklist also