There’s a simple truth in Delaware entity law: LLCs and corporations operate on fundamentally different philosophies. Nowhere is that contrast sharper than when it comes to a member’s or stockholder’s right to inspect the company’s books and records. The Court of Chancery’s recent decision in Bengson v. Elevate RCM Holdings, LLC, C.A. No. 2025-1347-DG
If you’re on the management team of a Delaware corporation or serve as general counsel to one, it’s only a matter of time before a stockholder shows up with a books and records demand under Section 220 of the Delaware General Corporation Law (“DGCL”). What used to be a relatively obscure procedural tool has become
Stockholders of Delaware corporations for many years have had the right to examine stock ledgers, stockholder lists and “books and records” for a “proper purpose” under Section 220 of the Delaware General Corporation Law. Until recently, however, the concepts of “books and records” and “proper purpose” were not specifically defined in the DGCL.
Over time