There is value in reviewing first principles. The Delaware Court of Chancery does so in a short, but direct, letter opinion by Vice Chancellor John W. Noble in Jefferson v. Dominion Holdings, C.A. No. 8663-VCN (Del. Ch. Sept. 24, 2014). The case concerned a dispute between a stockholder and the corporation involving the scope of a request to inspect the corporation’s books and records under Section 220 and related confidentiality concerns. The corporation was a close corporation with a limited number of stockholders and no public reporting duties. The opinion reads like a primer on Section 220 demands on close corporations, and readily lends itself to a bullet list of basic principles:
• Valuing the plaintiff’s holdings in the corporation is a proper purpose for the inspections that he proposed. The scope of the inspection will hue closely to the stated purpose for the demand.
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