Delaware Business Litigation Report

Court of Chancery Holds No Right To Books And Records Without Attested Documentary Evidence Supporting Shareholder Status

Frank D. Seinfeld v. Verizon Communications Inc., C.A. No. 484-N, 2005 WL 147765 (Del. Ch. Jan. 21, 2005)(published at 873 A.2d 316) (revised Jan. 24, 2005). This is a books and records summary judgment action under 8 Del. C. §220. In this books and records action under 8 Del. C. §220, the Court of Chancery summarily held for the defendant corporation. The plaintiff's petition to compel inspection of corporate records was denied because plaintiff violated the plain wording of the statute requiring attestation of his demand. The court held that 8 Del. C. §220 clearly required any stockholder, other than a record holder, to make a demand by attaching documentary evidence of his beneficial ownership of the underlying stock and declare to that effect in writing, under oath. The court explained that such requirements were not unreasonable because they were designed to obviate improper demands. In this case, the plaintiff had violated the statute by attaching redacted copies of parts of monthly brokerage statements rather than documentary evidence of beneficial ownership duly attested as to its underlying authenticity, as required by Section 220. Authored by: Raj Srivatsan 302-888 6831 rsrivatsan@morrisjames.com Share