(a) The corporation shall prepare, no later than the tenth day before each meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting; provided, however, if the record date for determining the stockholders entitled to vote is less than 10 days before the meeting date, the list shall reflect the stockholders entitled to vote as of the tenth day before the meeting date, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Nothing contained in this section shall require the corporation to include electronic mail addresses or other electronic contact information on such list. Such list shall be open to the examination of any stockholder for any purpose germane to the meeting for a period of 10 days ending on the day before the meeting date: (i) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting, or (ii) during ordinary business hours, at the principal place of business of the corporation. In the event that the corporation determines to make the list available on an electronic network, the corporation may take reasonable steps to ensure that such information is available only to stockholders of the corporation.
(b) If the corporation, or an officer or agent of the corporation, refuses to permit examination of the list by a stockholder, such stockholder may apply to the Court of Chancery for an order to compel the corporation to permit such examination. The burden of proof shall be on the corporation to establish that the examination such stockholder seeks is for a purpose not germane to the meeting. The Court may summarily order the corporation to permit examination of the list upon such conditions as the Court may deem appropriate, and may make such additional orders as may be appropriate, including, without limitation, postponing the meeting or voiding the results of the meeting.
(c) For purposes of this chapter, “stock ledger” means 1 or more records administered by or on behalf of the corporation in which the names of all of the corporation’s stockholders of record, the address and number of shares registered in the name of each such stockholder, and all issuances and transfers of stock of the corporation are recorded in accordance with § 224 of this title. The stock ledger shall be the only evidence as to who are the stockholders entitled by this section to examine the list required by this section or to vote in person or by proxy at any meeting of stockholders.
8 Del. C. 1953,
§
219;
56 Del. Laws, c. 50;
72 Del. Laws, c. 343,
§§
9, 10;
74 Del. Laws, c. 84,
§
4;
76 Del. Laws, c. 252,
§§
1, 2;
77 Del. Laws, c. 14,
§
6;
81 Del. Laws, c. 86,
§§
5, 6;
83 Del. Laws, c. 377,
§
6;
Notes of Decisions
Cited in
16
cases (
8 in the last 5 years), 1967–2026 · leading case:
Anderson v. Dobson, 627 F. Supp. 2d 619 (W.D.N.C. 2007).
Anderson v. Dobson, 627 F. Supp. 2d 619 (W.D.N.C. 2007).
· cites it 2× “See 8 Del. C. § 219. In the absence of a stock ledger, however, the Delaware Supreme Court has held it is appropriate for a trial court to consider extrinsic evidence to determine who is a shareholder of the corporation’s stock.”
MARINER LDC v. Stone Container Corp., 729 A.2d 267 (Del. Ch. 1998).
· cites it 2× “, 8 Del. C. § 219(a) (officer in charge of the stock ledger of a corporation “shall prepare and make, at least 10 days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting”); 8 Del.”
Kerkorian v. W. Air Lines, Inc., 253 A.2d 221 (Del. Ch. 1969).
“III Under 8 Del.C. § 219, a corporate stock ledger must be open to the examination of any stockholder for at least ten days before each meeting of stockholders.”
State Ex Rel. Armour & Co. v. Gulf Sulphur Corp., 233 A.2d 457 (Del. Super. Ct. 1967).
“Fifthly, as to the stock ledger list, I understand Gulf takes the position *460 that the list question is moot because the list was made available pursuant to the 10 day statute, 8 Del.C. § 219, on Monday, April 17th. Armour, on the other hand, takes the position that it is…”
Mitchell Partners, L.P. v. AMFI Corp. (Del. Ch. 2024).
· cites it 6× “2020-0985-KSJM, 2020-0986-KSJM July 3, 2024 Page 2 of 8 8 Del. C. §§ 219, 220.4 In Count II, Mitchell Partners claims that the Director Defendants breached their fiduciary duties by allowing AMFI to maintain a non- compliant stock ledger.”
Knott Partners L.P. v. Telepathy Labs, Inc. (Del. Ch. 2021).
· cites it 2× “This italicized language was removed in 2003, and Section 220(a), defining the term “stockholder,” was simultaneously expanded to include beneficial owners in addition to holders of record. See S.B. 127, 142nd Gen. Assemb., Reg.”
Karen Shaw & Forrest Foster v. Agri-Mark, Inc., 50 F.3d 117 (2d Cir. 1995).
“§ 220(a), and has provided that “[t]he stock ledger shall be the only evidence as to who are the stockholders entitled to examine the stock ledger, the list required by this section or the books of the corporation,” 8 Del.C. § 219(c). The statutory right of inspection has been…”
In re Appraisal of Dell Inc. (Del. Ch. 2015).
· cites it 2× “See 8 Del. C. § 219(a) & (c). Evidencing the connection between this process and the concept of a record holder, the date used for preparing the stock list is called the ―record date.”
In Re Appraisal of Dell Inc. (Del. Ch. 2015).
· cites it 2× “See 8 Del. C. § 219(a) & (c). Evidencing the connection between this process and the concept of a record holder, the date used for preparing the stock list is called the ―record date.”
John Henry v. Phixios Holdings, Inc. (Del. Ch. 2017).
“Phixios also argues 140 8 Del. C. § 219(a). 141 Id. § 219(b). 41 that this Court should not exercise its discretion to void the results of that meeting because Henry could have, but did not, petition this Court to obtain the list before the meeting.”
Simple Global, Inc. v. Banasik (Del. Ch. 2021).
“1987)); 8 Del. C. § 219(c) (“The stock ledger shall be the only evidence as to who are the stockholders entitled by this section .”
— 8 Del. C. § 219(a) — 4 cases
MARINER LDC v. Stone Container Corp., 729 A.2d 267 (Del. Ch. 1998).
“, 8 Del. C. § 219(a) (officer in charge of the stock ledger of a corporation “shall prepare and make, at least 10 days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting”); 8 Del.”
John Henry v. Phixios Holdings, Inc. (Del. Ch. 2017).
“Phixios also argues 140 8 Del. C. § 219(a). 141 Id. § 219(b). 41 that this Court should not exercise its discretion to void the results of that meeting because Henry could have, but did not, petition this Court to obtain the list before the meeting.”
In re Appraisal of Dell Inc. (Del. Ch. 2015).
“See 8 Del. C. § 219(a) & (c). Evidencing the connection between this process and the concept of a record holder, the date used for preparing the stock list is called the ―record date.”
In Re Appraisal of Dell Inc. (Del. Ch. 2015).
“See 8 Del. C. § 219(a) & (c). Evidencing the connection between this process and the concept of a record holder, the date used for preparing the stock list is called the ―record date.”
— 8 Del. C. § 219(c) — 11 cases
MARINER LDC v. Stone Container Corp., 729 A.2d 267 (Del. Ch. 1998).
“, 8 Del. C. § 219(a) (officer in charge of the stock ledger of a corporation “shall prepare and make, at least 10 days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting”); 8 Del.”
Knott Partners L.P. v. Telepathy Labs, Inc. (Del. Ch. 2021).
“This italicized language was removed in 2003, and Section 220(a), defining the term “stockholder,” was simultaneously expanded to include beneficial owners in addition to holders of record. See S.B. 127, 142nd Gen. Assemb., Reg.”
Mitchell Partners, L.P. v. AMFI Corp. (Del. Ch. 2024).
“2020-0985-KSJM, 2020-0986-KSJM July 3, 2024 Page 2 of 8 8 Del. C. §§ 219, 220.4 In Count II, Mitchell Partners claims that the Director Defendants breached their fiduciary duties by allowing AMFI to maintain a non- compliant stock ledger.”
Karen Shaw & Forrest Foster v. Agri-Mark, Inc., 50 F.3d 117 (2d Cir. 1995).
“§ 220(a), and has provided that “[t]he stock ledger shall be the only evidence as to who are the stockholders entitled to examine the stock ledger, the list required by this section or the books of the corporation,” 8 Del.C. § 219(c). The statutory right of inspection has been…”
Simple Global, Inc. v. Banasik (Del. Ch. 2021).
“1987)); 8 Del. C. § 219(c) (“The stock ledger shall be the only evidence as to who are the stockholders entitled by this section .”
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