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 includes ancillary materials that aid in the identification of the corporation’s beneficial stockholders. These ancillary materials may include:
- a copy of the computer tape or disk on which the list is stored, together with the coding information necessary to use it,
- a listing that identifies brokerage houses that hold shares for their clients and have listed those shares of record in the name of a central stock clearing or certificate depository system, and
- daily transfer sheets reflecting transfers of stock from the date of the stocklist through some specified future date.
If you would like to speak to a litigator in Fox Rothschild’s Delaware office, please reach out to Sid Liebesman (302) 622-4237 or Seth Niederman (302) 622-4238.