Delaware Supreme Court Affirms Scope and Forum Restrictions on Section 220 Production
On October 13, 2026, the Delaware Supreme Court summarily affirmed a Court of Chancery ruling that required a stockholder pursuing a Section 220 demand against Amazon related to board oversight of alleged anticompetitive practices to start with formal board materials and to accept a Delaware forum restriction as a condition to production.
In Roberta Ann K.W. Wong Leung Revocable Trust v. Amazon.com, Inc., the Delaware Supreme Court affirmed the Court of Chancery's judgment regarding the scope and conditions of the stockholder's inspection. This case arose prior to Delaware's recent revisions to 8 Del. C. § 220 ("Section 220"), a statute that permits stockholders to inspect a corporation's books and records. While the case thus considered the pre-amendment version of the statute, the limitations that were upheld are consistent with those amendments and provide further authority for their application.
The case arose out of a Section 220 demand to investigate potential mismanagement relating to Amazon's alleged anticompetitive practices. Amazon initially offered a targeted production conditioned on a confidentiality agreement limiting use of the materials in litigation to a Delaware forum. The stockholder refused and sued. After holding that the stockholder's demand was made with a credible basis and proper purpose, the Delaware Supreme Court remanded to the Court of Chancery to determine the scope of inspection and the conditions placed on it.
Applying the pre-amendment framework of AmerisourceBergen, the court distinguished between board materials, both "formal" and "informal," and "officer-level" materials. The court reiterated that "formal" board materials, now defined in Section 220(a)(1), are often "the starting point—and typically the ending point—for a sufficient inspection." That is consistent with Section 220(g), which requires a stockholder seeking additional records to establish a "compelling need" for those records and to demonstrate "by clear and convincing evidence" that the records are necessary and essential for the stockholder's purpose.
Addressing the forum restriction, the Delaware Supreme Court noted that it had previously held that courts may prescribe a forum restriction on a Section 220 inspection. The amended statute codified courts' and companies' ability to impose "reasonable restrictions" on producing books and records in Section 220(h) and Section 220(b)(3), respectively. Other common-law practices were also expressly codified in the amended statute, such as the ability to redact information that is not "specifically related" to the stockholder's investigatory purpose.
Combined with the amendments to Section 220, this decision supports the recent trend in Delaware law to prevent demands for books and records from turning into full-scale pre-litigation discovery.
