Scarantino v. The Trade Desk, Inc., C.A. No. 2025-0442-LM (Del. Ch. Dec. 5, 2025)
Section 220 of the DGCL permits stockholders of Delaware corporations to inspect a corporation’s books and records. The Delaware legislature amended the statute last year, in part, with respect to the types of books and records available for inspection. This decision from the Court of Chancery interprets the pre-amendment statute and, specifically, the extent to which informal board-level materials, like emails, are available for inspection. Under pre-amendment case law, informal materials are the exception and not the rule.
Here, the Court reviewed a Magistrate’s decision permitting inspection of only formal board-level documents—specifically records of board meetings, presentations the directors received, and relevant resolutions the board adopted. The plaintiff took exceptions to the decision and argued that the inspection of informal records was warranted.
The Court noted at the outset that “formal board-level documents, such as meeting minutes, resolutions, and presentations” typically are sufficient to satisfy a stockholder’s proper purpose. Only in “extreme and atypical circumstances” is the production of informal records (such as internal emails or officer level documents) required. For example, if a board neglected corporate formalities by failing to maintain corporate records or conducted formal business of the board through informal channels, such as email, the inspection of informal documents may be warranted.
The Court found that no such circumstances were present here. The company’s board had documented its decision-making process through formal board agendas, minutes, resolutions and presentations, which were sufficient for the stockholder. The Court rejected the argument that emails were subject to inspection because the board had conducted some business by email. The Court observed that the regularly maintained board minutes demonstrated that the board had not abandoned corporate formalities and thus held that there was no basis to require inspection of informal records. Accordingly, the Court affirmed the Magistrate’s rulings.
