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.”
When May a Director Inspect the Company's Books and Records?
It is well settled under Section 220(d) of the Delaware General Corporation Law (DGCL), a director's access to corporate books and records is broader than that of stockholders. 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."
By
Albert H. Manwaring IV
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