{"id":213,"date":"2014-10-21T15:26:15","date_gmt":"2014-10-21T15:26:15","guid":{"rendered":"http:\/\/dgclsimplified.com\/?page_id=213"},"modified":"2015-02-20T15:54:15","modified_gmt":"2015-02-20T15:54:15","slug":"%c2%a7-220-inspection-of-books-and-records","status":"publish","type":"page","link":"https:\/\/simplifiedcodes.com\/?page_id=213","title":{"rendered":"\u00a7 220. Inspection of books and records."},"content":{"rendered":"
    \n
  1. As used in this section:\n
      \n
    1. \u201cStockholder\u201d means record or beneficial owner, including the beneficiary of a voting trust.<\/li>\n
    2. \u201cSubsidiary\u201d means any entity directly or indirectly owned (in whole or in part) and controlled by the corporation.<\/li>\n
    3. \u201cUnder oath\u201d includes statements the declarant affirms to be true under penalty of perjury.<\/li>\n<\/ol>\n<\/li>\n
    4. [stockholder right to inspection] Any stockholder, in person or by agent, upon written demand under oath stating the purpose thereof, has the right during usual business hours to inspect for any purpose reasonably related to such person\u2019s interest as a stockholder (\u201cproper purpose\u201d), and to make copies and extracts from:\n
        \n
      1. The corporation\u2019s stock ledger, a list of its stockholders, and its other books and records<\/strong>; and<\/li>\n
      2. A subsidiary\u2019s books and records, to the extent that:\n
          \n
        1. The corporation has actual possession and control of such records; or<\/li>\n
        2. The corporation could obtain such records through the exercise of control over such subsidiary, provided that as of the date of the demand:\n
            \n
          1. The stockholder inspection would not constitute a breach of an agreement between the corporation or the subsidiary and a person not affiliated with the corporation; and<\/li>\n
          2. The subsidiary would not have the right under the law applicable to it to deny the corporation access to such books and records upon demand by the corporation.<\/li>\n<\/ol>\n<\/li>\n<\/ol>\n<\/li>\n<\/ol>\n

            The demand under oath shall be directed to the corporation at its registered office or principal place of business. Any demand by a beneficial owner shall state under oath the person\u2019s status as a stockholder, be accompanied by documentary evidence of beneficial ownership, and state that such documentary evidence is a true and correct copy of what it purports to be. Any demand by an agent shall be accompanied by a power of attorney.<\/li>\n

          3. [judicial enforcement of stockholder inspection rights]<\/strong> If the corporation refuses the inspection or does not reply to the demand within 5 business days, the stockholder may apply to the Court of Chancery, which has exclusive jurisdiction to determine any right to inspection.\n

            The stockholder shall first establish that such stockholder is a stockholder and has complied with the form and manner of making demand pursuant to paragraph (b). The burden of proof regarding proper purpose is on the corporation where the stockholder seeks to inspect the corporation\u2019s stock ledger or list of stockholders; for other books and records, it is on the stockholder.<\/p>\n

            The Court may award any relief it deems just and proper. In particular, it may summarily order the corporation to permit inspection etc., or to furnish to the stockholder a list of its stockholders as of a specific date on appropriate conditions, including that the stockholder first pay to the corporation the reasonable cost thereof.<\/li>\n

          4. [director right to inspection] <\/strong>Any director <\/strong>shall have the right to examine the corporation\u2019s books and records for a purpose reasonably related to the director\u2019s position as a director. The Court of Chancery has exclusive jurisdiction to adjudicate such right and may award any relief it deems just and proper. The burden of proof regarding proper purpose is on the corporation.<\/li>\n<\/ol>\n","protected":false},"excerpt":{"rendered":"

            As used in this section: \u201cStockholder\u201d means record or beneficial owner, including the beneficiary of a voting trust. \u201cSubsidiary\u201d means any entity directly or indirectly owned (in whole or in part) and controlled by the corporation. \u201cUnder oath\u201d includes statements the declarant affirms to be true under penalty of perjury. [stockholder right to inspection] Any […]<\/p>\n","protected":false},"author":2,"featured_media":0,"parent":193,"menu_order":0,"comment_status":"closed","ping_status":"open","template":"","meta":{"_monsterinsights_skip_tracking":false,"footnotes":""},"_links":{"self":[{"href":"https:\/\/simplifiedcodes.com\/index.php?rest_route=\/wp\/v2\/pages\/213"}],"collection":[{"href":"https:\/\/simplifiedcodes.com\/index.php?rest_route=\/wp\/v2\/pages"}],"about":[{"href":"https:\/\/simplifiedcodes.com\/index.php?rest_route=\/wp\/v2\/types\/page"}],"author":[{"embeddable":true,"href":"https:\/\/simplifiedcodes.com\/index.php?rest_route=\/wp\/v2\/users\/2"}],"replies":[{"embeddable":true,"href":"https:\/\/simplifiedcodes.com\/index.php?rest_route=%2Fwp%2Fv2%2Fcomments&post=213"}],"version-history":[{"count":4,"href":"https:\/\/simplifiedcodes.com\/index.php?rest_route=\/wp\/v2\/pages\/213\/revisions"}],"predecessor-version":[{"id":508,"href":"https:\/\/simplifiedcodes.com\/index.php?rest_route=\/wp\/v2\/pages\/213\/revisions\/508"}],"up":[{"embeddable":true,"href":"https:\/\/simplifiedcodes.com\/index.php?rest_route=\/wp\/v2\/pages\/193"}],"wp:attachment":[{"href":"https:\/\/simplifiedcodes.com\/index.php?rest_route=%2Fwp%2Fv2%2Fmedia&parent=213"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}