Opinion
Civil Action No. 8579 (1986).
Submitted: May 2, 1987.
Decided: June 24, 1987.
ON PLAINTIFF'S DEMAND TO INSPECT BOOKS AND RECORDS: GRANTED IN PART
Carolyn D. Mack, Esquire, MORRIS ROSENTHAL, P.A., Wilmington, DE.
Richard L. Horwitz, Esquire, POTTER, ANDERSON CORROON, Wilmington, DE.
Dear Counselors:
Plaintiff, a stockholder of Luna Industries, Inc., seeks to inspect certain books and records of Luna. I find, after trial, that he is entitled to review some but not all of the books and records he seeks to inspect.
On July 24, 1986, plaintiff made a written demand, pursuant to 8 Del. C. § 220, to inspect certain books and records of Luna. Luna eventually provided copies of some books and records to plaintiff, but plaintiff was not satisfied and this trial resulted.
The only witness at trial was plaintiff who, by any standards, was a poor witness and under different circumstances his request for more information would have to be denied.
It is uncontroverted, however, that Luna has disseminated only one financial statement to its public stockholders in the past ten years and that its last annual report was issued in 1975. It is also apparent that there has been a number of apparently self-dealing transactions involving the corporation, its management and management's family.
Under these circumstances plaintiff is entitled to a rather broad review of the corporate financial records. Unfortunately, however, plaintiff is unqualified to conduct a meaningful review of these records. It is also obvious that he is laboring under the illusion that Luna must make a market for its stock.
I will, therefore, grant plaintiff's application to further inspect the books and records of Luna, but only on the condition that the inspection is conducted by a certified public accountant and that all requests for information be in writing from the accountant.
Plaintiff may submit a proposed order.