Delaware Business Litigation Report

Court Of Chancery Explains Director Right To Information And What Communications Qualify As Corporate Books and Records

Chammas v. NavLink, Inc., C.A. 11265-VCN (February 1, 2016)

This is one of those scarce cases dealing with director access to a corporation’s books and records. After all, Delaware law provides directors with an almost unlimited right to a corporation’s records needed for them to exercise their  fiduciary duties. Hence, these cases are rare.

This decision is helpful because it explains what records are appropriately inspected and what records are not subject to inspection. The lesson then is to tailor the request to what is really needed and to not just ask for “all communications” when that might include run-of-the-mill daily exchanges over ordinary business matters, rather than official corporate business. Moreover, just because an email is stored on the company’s server does not make it a business record.

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