Recently, Vice Chancellor J. Travis Laster of the Delaware Court of Chancery issued an instructive opinion offering lessons to Delaware companies responding to stockholder demands to inspect company books and records. In Ontario Provincial Council of Carpenters' Pension Trust Fund v. Walton, the Vice Chancellor mostly denied motions to dismiss claims against officers and directors of Walmart for allegedly causing Walmart to fail to comply with the Controlled Substances Act and a settlement between it and the DEA related to Walmart's handling of opioid prescriptions. In so doing, he analyzed numerous documents that had been produced pre-suit by Walmart to the plaintiff in response to the plaintiff's demand to inspect Walmart's books and records. Those documents were attached to parties' motion to dismiss briefs. Many of the documents produced by Walmart were redacted heavily which the court explained "laid the foundation for the plaintiffs to seek damaging inferences."

Some context is helpful. The Delaware Supreme Court has encouraged potential stockholder litigants to use the "tools at hand" to gather information prior to filing a complaint. One of those tools is Section 220 of the Delaware General Corporation Law which allows stockholders to demand access to books and records from Delaware corporations to investigate wrongdoing. The Delaware Supreme Court has said that Section 220 is "an important part of the corporate governance landscape." Pursuant to Section 220, a stockholder may make a demand upon the corporation to inspect books and records. If the demand is proper in both form and substance, yet the corporation does not permit inspection of the demanded books and records, "the stockholder may apply to the Delaware Court of Chancery for an order to compel such inspection."