Inspection of books and records [For application of this section, see 85 Del. Laws, c. 6, § 3]

# (a)

As used in this section:

# (1)

“Books and records” means all of the following:

a. The “certificate of incorporation,” as defined in § 104 of this title, including a copy of any agreement or other instrument incorporated by reference in the certificate of incorporation.

b. The bylaws then in effect, including a copy of any agreement or other instrument incorporated by reference in the bylaws.

c. Minutes of all meetings of stockholders and the signed consents evidencing all action taken by stockholders without a meeting, in each case for the 3 years preceding the date of the demand under subsection (b) of this section.

d. All communications in writing or by electronic transmission to stockholders generally within the past 3 years preceding the date of the demand under subsection (b) of this section.

e. Minutes of any meeting of the board of directors or any committee of the board of directors and records of any action of the board of directors or any such committee.

f. Materials provided to the board of directors or any committee of the board of directors in connection with actions taken by the board of directors or any such committee.

g. Annual financial statements of the corporation for the 3 years preceding the date of the demand under subsection (b) of this section.

h. Any agreement entered into under § 122(18) of this title.

i. Director and officer independence questionnaires.

# (2)

“Proper purpose” means a purpose reasonably related to a stockholder’s interest as a stockholder.

# (3)

“Stockholder” means a person who is a holder of record of stock in a stock corporation, or a person who is the beneficial owner of shares of such stock held either in a voting trust or by a nominee on behalf of such person.

# (4)

“Subsidiary” means any entity directly or indirectly owned, in whole or in part, by the corporation of which the stockholder is a stockholder and over the affairs of which the corporation directly or indirectly exercises control, and includes, without limitation, corporations, partnerships, limited partnerships, limited liability partnerships, limited liability companies, statutory trusts and/or joint ventures.

# (5)

“Under oath” includes statements the declarant affirms to be true under penalty of perjury under the laws of the United States or any state.

# (b)

# (1)

Subject to paragraph (b)(2) of this section, any stockholder, in person or by attorney or other agent, shall, upon written demand under oath, have the right during the usual hours for business to inspect for any proper purpose, and to make copies and extracts from:

a. The corporation’s stock ledger, a list of its stockholders, and its other books and records; and

b. A subsidiary’s books and records, to the extent that:

1. The corporation has actual possession and control of such records of such subsidiary; or

2. The corporation could obtain such records through the exercise of control over such subsidiary, provided that as of the date of the making of the demand:

A. The stockholder inspection of such books and records of the subsidiary would not constitute a breach of an agreement between the corporation or the subsidiary and a person or persons not affiliated with the corporation; and

B. The subsidiary would not have the right under the law applicable to it to deny the corporation access to such books and records upon demand by the corporation.

# (2)

A stockholder may inspect and copy the corporation’s books and records only if all of the following apply:

a. The stockholder’s demand is made in good faith and for a proper purpose.

b. The stockholder’s demand describes with reasonable particularity the stockholder’s purpose and the books and records the stockholder seeks to inspect.

c. The books and records sought are specifically related to the stockholder’s purpose.

# (3)

The corporation may impose reasonable restrictions on the confidentiality, use, or distribution of books and records and may require, as a condition to producing books and records to a stockholder under any demand under this subsection, that the stockholder agree that any information included in the corporation’s books and records is deemed incorporated by reference in any complaint filed by or at the direction of the stockholder in relation to the subject matter referenced in the demand. The corporation may redact portions of any books and records produced to such stockholder under this subsection to the extent the portions so redacted are not specifically related to the stockholder’s purpose.

# (4)

This section does not affect:

a. The right of a stockholder to seek discovery of books and records if the stockholder is in litigation with the corporation, to the same extent as any other litigant; or

b. The power of a court, independently of this chapter, to compel the production of corporate records for inspection and to impose reasonable restrictions as provided in paragraph (b)(3) of this section, provided that, in the case of production of “books and records” defined in subsection (a) of this section at the request of a stockholder, the stockholder has met the requirements of this subsection.

# (5)

In every instance where the stockholder is other than a record holder of stock in a stock corporation, or a member of a nonstock corporation, the demand under oath shall state the person’s status as a stockholder, be accompanied by documentary evidence of beneficial ownership of the stock, and state that such documentary evidence is a true and correct copy of what it purports to be.

# (6)

In every instance where an attorney or other agent shall be the person who seeks the right to inspection, the demand under oath shall be accompanied by a power of attorney or such other writing which authorizes the attorney or other agent to so act on behalf of the stockholder.

# (7)

The demand under oath shall be directed to the corporation at its registered office in this State or at its principal place of business.

# (c)

If the corporation, or an officer or agent thereof, refuses to permit an inspection sought by a stockholder or attorney or other agent acting for the stockholder pursuant to subsection (b) of this section or does not reply to the demand within 5 business days after the demand has been made, the stockholder may apply to the Court of Chancery for an order to compel such inspection. The Court of Chancery is hereby vested with exclusive jurisdiction to determine whether or not the person seeking inspection is entitled to the inspection sought. The Court may summarily order the corporation to permit the stockholder to inspect the corporation’s stock ledger, an existing list of stockholders, and its other books and records, and to make copies or extracts therefrom; or the Court may order the corporation to furnish to the stockholder a list of its stockholders as of a specific date on condition that the stockholder first pay to the corporation the reasonable cost of obtaining and furnishing such list and on such other conditions as the Court deems appropriate. Where the stockholder seeks to inspect the corporation’s books and records, other than its stock ledger or list of stockholders, such stockholder shall first establish that:

# (1)

Such stockholder is a stockholder;

# (2)

Such stockholder has complied with this section respecting the form and manner of making demand for inspection of such documents; and

# (3)

The inspection such stockholder seeks is for a proper purpose.

Where the stockholder seeks to inspect the corporation’s stock ledger or list of stockholders and establishes that such stockholder is a stockholder and has complied with this section respecting the form and manner of making demand for inspection of such documents, the burden of proof shall be upon the corporation to establish that the inspection such stockholder seeks is for an improper purpose. The Court may, in its discretion, prescribe any limitations or conditions with reference to the inspection, or award such other or further relief as the Court may deem just and proper. The Court may order books, documents and records, pertinent extracts therefrom, or duly authenticated copies thereof, to be brought within this State and kept in this State upon such terms and conditions as the order may prescribe.

# (d)

Any director shall have the right to examine the corporation’s stock ledger, a list of its stockholders, its books and records, and other corporate records for a purpose reasonably related to the director’s position as a director. The Court of Chancery is hereby vested with the exclusive jurisdiction to determine whether a director is entitled to the inspection sought. The Court may summarily order the corporation to permit the director to inspect the stock ledger, the list of stockholders, the books and records, and other corporate records and to make copies or extracts therefrom. The burden of proof shall be upon the corporation to establish that the inspection such director seeks is for an improper purpose. The Court may, in its discretion, prescribe any limitations or conditions with reference to the inspection, or award such other and further relief as the Court may deem just and proper.

# (e)

Except as otherwise expressly provided in subsection (f) or subsection (g) of this section, in any proceeding brought by a stockholder under subsection (c) of this section to compel the inspection of books and records, the Court of Chancery may not order the corporation to produce any records of the corporation other than the books and records set forth in paragraph (a)(1) of this section.

# (f)

If the corporation does not have any of the books and records described in paragraph (a)(1)c., (a)(1)e., or (a)(1)g. of this section or, in the case of a corporation that has a class of stock listed on a national securities exchange, paragraph (a)(1)i. of this section, the Court of Chancery may order the corporation to produce additional records of the corporation constituting the functional equivalent of any such books and records in response to a demand for inspection brought by a stockholder under subsection (b) of this section only if and to the extent the stockholder has met the requirements of subsection (b) of this section, and only to the extent necessary and essential to fulfill the stockholder’s proper purpose.

# (g)

In any proceeding brought by a stockholder under subsection (c) of this section to compel the inspection of books and records, the Court of Chancery may order the corporation to produce, in addition to any books and records or other records ordered to be produced under subsection (e) of this section, other specific records of the corporation only if and to the extent:

# (1)

Such stockholder has met the requirements of subsection (b) of this section;

# (2)

Such stockholder has made a showing of a compelling need for an inspection of such records to further the stockholder’s proper purpose; and

# (3)

Such stockholder has demonstrated by clear and convincing evidence that such specific records are necessary and essential to further such purpose.

# (h)

The Court of Chancery may impose reasonable restrictions as provided in paragraph (b)(3) of this section to any records of the corporation produced under subsection (f) or subsection (g) of this section.