Delaware Supreme Court Clarifies When Emails Should Be Produced Under a § 220 Demand

On January 29, 2019, in KT4 Partners LLC v. Palantir Technologies, Inc., the Delaware Supreme Court provided guidance on when a stockholder’s demand for books and records under Section 220 of the Delaware General Corporation Law will require a company to produce personal emails or other electronic communications. According to the court, “if a company observes traditional formalities, such as documenting its actions through board minutes, resolutions, and official letters, it will likely be able to satisfy a § 220 petitioner’s needs solely by producing those books and records.” However, “if a company instead decides to conduct formal corporate business largely through informal electronic communications,” production of those electronic communications will likely be required. The full text of the opinion is available here.