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Newly introduced Delaware Senate Bill 21 would, if adopted, also rework Section 220 of the DGCL governing books & records requests. Here’s the CLS Blue Sky blog‘s summary of those key changes:

Narrowing the Scope of “Books and Records” Requests. The proposal limits what qualifies as corporate “books and records” under DGCL Section 220 to a specific, exhaustive list—charters, bylaws, stockholder meeting minutes, communications to stockholders, board minutes, board materials, annual financial statements, and agreements under Section 122(18). This restricts what stockholders can request in a 220 demand, potentially excluding emails, text messages, or informal board communications, which have become central to derivative litigation.

Imposing a Three-Year Lookback Period. Stockholder access to records is now capped at three years—meaning any demand can only cover documents created within that timeframe. This limits the window for stockholder investigations, particularly in long-running governance disputes or cases where corporate misconduct surfaces years after the fact.

Raising Procedural Hurdles for Stockholder Demands. The amendments impose stricter procedural requirements: A demand must state a proper purpose, describe it with reasonable particularity, and show that the requested materials are “specifically related” to that purpose. This raises the bar for shareholders seeking information, giving corporations more grounds to resist requests by arguing they aren’t narrowly tailored or don’t meet the heightened standard.

Allowing Corporations to Impose Confidentiality Restrictions. Corporations can now mandate confidentiality for produced records and require shareholders to incorporate them by reference in any lawsuit based on the demand. This discourages fishing expeditions and limits strategic use of 220 materials.

Courts Retain Some Discretion—But With Constraints. The proposal confirms that courts can still compel production in litigation or impose reasonable limits—but only if the stockholder meets the new statutory requirements. This preserves some judicial oversight but signals to the Court of Chancery that Delaware wants to tighten stockholder access, which could change how courts approach 220 disputes going forward.

– Meredith Ervine