When May a Director Inspect the Company's Books and Records?

Section 220(d) of the Delaware General Corporation Law (DGCL) permits a director to inspect a company's books and records “for a purpose reasonably related to the director's position as a director.” It is well settled under Section 220 that a director's access to corporate books and records is broader than that of stockholders. A director who has a proper purpose for inspection, i.e. , reasonably related to his or her position as a director, has “virtually unfettered” access ' at least equal to that of other board members'to inspect the books and records of the company. The broad inspection rights of directors to access corporate books and records relative to that of stockholders under Section 220 are correlative with the directors' fiduciary obligations to stockholders “to protect and preserve the corporation.” However, in contrast to the broad scope of discovery permitted in a plenary action under the Delaware Court of Chancery Rule 26, Section 220 limits inspection (even by directors) to documents and communications that fall within its more limited “contemplation of 'books and records,'” which correlates with the “summary nature of a Section 220 proceeding.”