Bosse v. WorldWebDex Corp., Del. Ch., No. 4443-CC (July 30, 2009), read letter decision here.
In this short letter opinion, the court addressed a demand for books and records under DGCL Section 220. The court granted, sua sponte, judgment on the pleadings to a pro se plaintiff, in part due to the long history of the defendant’s failure to produce documents despite a clear right of the shareholder to those documents from the company (who was represented by counsel).
The issue presented in this short 2-page letter decision was whether “a proper purpose" was established in connection with the Section 220 demand.
The court recognized well established precedent for the position that a valuation of an interest in a privately-held company is a proper purpose under Section 220. Thus, the court required that the stockholder be given the right to inspect “such documents, board minutes and financial reports as are necessary and essential to the stated purpose of valuing his stock and determining his ownership interest in the company.”
The court ordered that the company, within ten days from the date of the letter decision, identify “specifically the records, books, reports and minutes that the company will make available for inspection and copying, at [the stockholder’s] expense, in order to facilitate its proper purpose."