Document type: Toolkit Practice area: Corporate — Corporate Governance Jurisdiction: Delaware framework, adaptable Last reviewed: 5 September 2026

Tool 1 — Stockholder demand letter

[Date] — By certified mail and email

[Company], Attention: Corporate Secretary [Registered Agent]

Re: Demand for inspection of books and records pursuant to Section 220 of the Delaware General Corporation Law

[Stockholder] is a beneficial owner of [__] shares of common stock of [Company], and has been continuously since [date]. Documentary evidence of ownership is attached as Exhibit A. This demand is made under oath, as set forth in the accompanying affidavit.

I. Purpose. [Stockholder] seeks to inspect the books and records identified below for the following purposes, each of which is proper and reasonably related to its interest as a stockholder:

(a) to investigate possible mismanagement, breach of fiduciary duty, waste, and failures of oversight in connection with [the specific subject], including whether the Board and its committees received information concerning [the subject] and what actions, if any, they took; (b) to assess the independence and disinterestedness of the members of the Board; (c) to evaluate whether to institute a derivative action and whether pre-suit demand would be futile; (d) to evaluate the adequacy of the Company's public disclosures concerning [the subject]; and (e) to take such other action as may be appropriate.

II. Credible basis. The following establishes a credible basis from which possible mismanagement may be inferred:

  1. On [date], the Company disclosed [__]. Exhibit B.
  2. On [date], the Company disclosed a material weakness in internal control over [__]. Exhibit C.
  3. On [date], [regulator] opened [__]. Exhibit D.
  4. On [date], [publication] reported that [specific factual allegation]. Exhibit E.

III. Records demanded. For the period [start] through the present:

  1. Minutes and materials of the Board and of the [Audit / Risk / __] Committee relating to [subject];
  2. Materials provided to the Board or any committee by [auditor] relating to [subject], including communications regarding significant risks and internal control;
  3. Reports to the Board or any committee concerning complaints, hotline reports, or internal investigations relating to [subject], and documents sufficient to show the disposition of each;
  4. Minutes and materials concerning [the specific event] and any remediation;
  5. Documents sufficient to show which committee had oversight responsibility for [subject] and the frequency of reporting; and
  6. Director and officer questionnaires for fiscal years [] and materials provided to the Board concerning relationships between directors and the Company, its officers, or [].

IV. Reservation. [Stockholder] reserves the right to seek electronic communications, including emails and text messages, should the foregoing prove insufficient to satisfy the stated purposes.

V. Confidentiality. [Stockholder] is prepared to enter into a reasonable confidentiality agreement.

VI. Response. Please respond within five business days. [Stockholder] has appointed the undersigned as its agent for purposes of this demand; a power of attorney is attached as Exhibit F.

Annotations.

  • Section II does the work. Attach the exhibits; a demand that asserts rather than demonstrates fails under Seinfeld.
  • Category 3's disposition language is the single most valuable request. Whether anything happened after a complaint arrived is frequently the entire case.
  • The reservation in Section IV preserves electronic communications without demanding them prematurely, which is what invites a scope fight.
  • Exhibit F is not optional. A demand signed by counsel without documented authority is defective, and companies raise it.

Tool 2 — Affidavit

AFFIDAVIT IN SUPPORT OF DEMAND

I, [Name], being duly sworn, depose and say:

  1. I am [title] of [Stockholder] and am authorized to make this affidavit on its behalf.
  2. [Stockholder] is the beneficial owner of [__] shares of common stock of [Company] and has been continuously since [date].
  3. I have read the foregoing Demand. The purposes stated therein are the true and complete purposes for which inspection is sought.
  4. The Demand is not made for any purpose adverse to the interests of the Company.

Annotation. Paragraph 3 matters. A stockholder whose stated purposes are incomplete — because the real purpose is something else — has created an improper-purpose defense. State the actual purposes.

Tool 3 — Company preservation hold notice (day one)

LITIGATION HOLD NOTICE — CONFIDENTIAL — ATTORNEY WORK PRODUCT

To: [Custodians] Re: Preservation obligation — [Company] books-and-records demand

The Company has received a demand to inspect books and records concerning [subject]. As a result, you must preserve all documents and communications relating to [subject], including:

  • Board and committee minutes, agendas, packages, presentations, and resolutions
  • Materials on the board portal, including archived versions
  • Correspondence with the auditors regarding [subject]
  • Complaint, hotline, and internal investigation records regarding [subject]
  • Risk reports and management presentations regarding [subject]
  • Emails, text messages, and messaging-application content regarding [subject], including on personal devices used for Company business

Effective immediately, do not delete, discard, or modify any such material, and suspend any automatic deletion applicable to your accounts and devices. The Company's routine retention schedule is suspended as to this material until further notice.

If you are uncertain whether something is covered, preserve it and ask [name].

Please confirm receipt.

Annotation. Issue on day one, before any substantive response. Include personal devices explicitly — that is where the KT4 exposure lives, and a hold that omits them is incomplete.

Tool 4 — Company response letter (negotiating, not refusing)

[Date]

[Stockholder's counsel]

Re: Demand dated [__]

We represent [Company] and write in response to the Demand.

1. Without conceding that the Demand satisfies the requirements of Section 220 in all respects, and reserving all rights, the Company is prepared to produce, subject to the conditions below, the following:

  • Category 1, limited to the period [] through [];
  • Category 2, as requested;
  • Category 3, as requested;
  • Category 4, as requested;
  • Category 5, as requested.

2. Category 6 seeks director questionnaires and independence materials. The Company does not believe these are necessary and essential to the stated purposes at this stage and declines to produce them at this time, without prejudice to revisiting the request should the initial production leave the independence question genuinely unaddressed.

3. Electronic communications. The Company's Board and its committees conduct their business in meetings, and the formal records the Company will produce are substantial. The Company does not believe electronic communications are necessary and essential, and reserves its position.

4. Conditions. The production is conditioned on execution of the enclosed Confidentiality and Use Agreement, which includes an incorporation-by-reference provision and a completeness provision.

5. Timing. The Company will produce within [30] days of execution.

We are available to discuss.

Annotations.

  • Concede what will be ordered. Resisting the formal board records costs credibility on the categories where resistance is defensible.
  • Refuse a category with a reason and without prejudice. "Declines at this stage, without prejudice to revisiting" is far better than a flat refusal, and it frequently ends the negotiation.
  • Paragraph 3's sufficiency argument is only available if it is true. A company whose minutes say "a discussion ensued" should not make it.

Tool 5 — Confidentiality and use agreement

1. Confidential Material. Documents produced in response to the Demand, and information derived from them, are "Confidential Material."

2. Use. [Stockholder] shall use Confidential Material solely for the purposes stated in the Demand, including the evaluation, preparation, and prosecution of any action arising from those purposes.

3. Disclosure. Confidential Material may be disclosed only to: [Stockholder]'s outside counsel and their staff; retained experts who execute an acknowledgment; and [Stockholder]'s officers, trustees, and fiduciaries who need to know and who are informed of these obligations.

4. Litigation Use and Filing. [Stockholder] may use Confidential Material in any complaint or other pleading in an action arising from the stated purposes. Any pleading containing Confidential Material shall be filed under seal, with a public redacted version filed within [10] days. Either party may challenge a confidentiality designation, and the designating party bears the burden of establishing that the designation is warranted.

5. Incorporation by Reference. In any action commenced by [Stockholder] arising from the stated purposes, the documents produced hereunder shall be deemed incorporated by reference into the complaint, and either party may submit any such document to the court in connection with any motion.

6. Term. This Agreement terminates on the earlier of [three] years from production or the entry of a protective order in a subsequent action governing the same material. The obligations do not extend indefinitely.

7. Return or Destruction. Upon termination and written request, [Stockholder] shall return or destroy Confidential Material, except that outside counsel may retain one archival copy and any material filed with a court.

8. Completeness. The Company represents that it has produced the documents within the agreed categories located after a reasonable search, described in the accompanying Completeness Statement. Production satisfies the Demand as to those categories.

Annotations.

  • Paragraph 4 is the stockholder's key term. Without express litigation-use and public-filing language, the production may be unusable in the complaint it was obtained to support.
  • Paragraph 5 is the company's key term, and the most valuable condition available. It puts the whole production before the court on a motion to dismiss.
  • Paragraph 6 responds to Tiger v. Boast: there is no presumption of indefinite confidentiality, and demanding it wastes negotiating capital.
  • Paragraph 8 protects the company from relitigating the same demand and helps the stockholder by making "absence" arguments supportable.

Tool 6 — Production protocol

1. Sources. The Company shall search: the corporate secretary's files; the board portal, including archived materials; the general counsel's files; the files of the chair of the [__] Committee; internal audit; the compliance complaint log; and the finance function's auditor correspondence files.

2. Format. Production in [searchable PDF / native format with load file], organized by the agreed categories, with a cover letter mapping documents to categories.

3. Bates numbering applied to all pages.

4. Privilege. Privileged material may be withheld or redacted. A privilege log shall be provided within [10] days of production, in the format at Tool 7.

5. Redactions. Non-privileged redactions are limited to competitively sensitive information and personal data, and each shall be labeled with the basis.

6. Completeness Statement. Delivered with the production, describing the sources searched, the custodians, the criteria applied, and the date range.

7. Rolling production permitted, with the final tranche no later than [date].

8. Preservation. The Company shall preserve the production set and the search methodology.

Tool 7 — Privilege log format

No. Date Author Recipients Type Subject (non-privileged description) Basis Category
1 Memo A/C privilege; work product 1

Annotations.

  • Describe the subject in non-privileged terms sufficient to permit assessment. "Legal advice" is not a description.
  • Log by document, not by category, unless the parties agree to categorical logging for a large volume.
  • Over-designation is the recurring failure. A production that is largely a privilege log invites a motion and reads as concealment. Before asserting privilege broadly, consider the fiduciary exception, under which a stockholder may in some circumstances access communications otherwise privileged.

Tool 8 — Completeness statement

COMPLETENESS STATEMENT

In connection with the production dated [__], the Company states:

1. Sources searched. [List each source and custodian.] 2. Criteria. [Describe the search: by meeting date range for board materials; by subject-matter review of committee files; by keyword for the complaint log, listing the terms.] 3. Date range. [] through []. 4. Volume. [] documents, [] pages, Bates range [] to []. 5. Withheld. [] documents withheld or redacted for privilege, logged separately. [] redactions for competitively sensitive or personal information. 6. Not searched. The Company did not search electronic communications of individual custodians, consistent with the parties' agreement, without prejudice to [Stockholder]'s reserved request. 7. Statement. After the search described, the Company has produced the responsive documents located within the agreed categories.

Annotation. Paragraph 6 matters to both sides: it tells the stockholder precisely what was not looked at, which is the predicate for a second request, and it protects the company from a later claim that it concealed material it never agreed to search.

Tool 9 — Second-request letter (electronic communications)

Re: Insufficiency of the production; request for electronic communications

The production is insufficient to satisfy the stated purposes, for the following specific reasons:

  1. The minutes for [dates] record that the Board "discussed" [subject] but record no substance, no analysis, and no decision.
  2. No document produced reflects any consideration of [specific matter], which the Company has publicly acknowledged was under consideration during [period].
  3. The complaint log reflects the report of [date], but no produced document reflects any escalation, investigation, or disposition.
  4. The [] Committee met [] times during a period in which [subject] required continuous attention, and the materials for those meetings do not address it.

Accordingly, [Stockholder] requests, for the period [start] to [end]:

  • Emails and text messages of [named custodians: three directors and two officers]
  • Concerning [narrowly defined subject]
  • Located using the search terms at Schedule 1

[Stockholder] is prepared to discuss a proportionate protocol, including term testing and a phased review.

Annotation. Specific gaps, named custodians, bounded period, defined subject, proposed terms. A request framed this way is orderable; "all emails concerning [subject]" is not.

Tool 10 — Stockholder list demand

Re: Demand for stockholder list and related materials

[Stockholder], a stockholder of record / beneficial owner (evidence attached), demands inspection of the following, for the purpose of communicating with fellow stockholders regarding matters relating to their interests as stockholders, including [a solicitation of proxies / consent solicitation / communication regarding [subject]]:

  1. The stock ledger and a list of stockholders as of the most recent practicable date;
  2. A "CEDE breakdown" identifying the participants in the depository holding shares;
  3. The non-objecting beneficial owner (NOBO) list and any similar list;
  4. Daily transfer sheets from [date] to the present; and
  5. Any omnibus proxy and materials identifying holders through nominees.

Please produce in electronic format within five business days. Given the timing of [the meeting / the solicitation], [Stockholder] will seek expedited relief if production is not prompt.

Annotations.

  • Items 2 through 5 are what make the list usable. A ledger showing a depository nominee as holder of most of the shares communicates with nobody.
  • Electronic format, expressly. A printed stack is a delay tactic.
  • Timing is everything in a list demand. Say so, and mean it.

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