ATLAS/BRIEFINGLaw, organized for consequential decisions.

TAG

Corporate records

Books-and-records demands and internal documentation.

CORP-06 · 01

Books and Records Demands: Purpose, Scope, and Response

9 MIN · CORP

An inspection demand is cheap for the sender and expensive to answer badly. This brief covers who may demand records, what purpose qualifies, how far the scope reaches, and what a company should do in the first two weeks.

  • Inspection rights come from state entity law and the company's own documents, so the answer changes with the state of incorporation and the entity form.
  • Delaware's Section 220 conditions inspection on a proper purpose, and courts limit production to records necessary and essential to that stated purpose.
  • Form errors sink demands: signature, oath, ownership proof, and a purpose stated with enough specificity to be tested are all litigated regularly.
Read the full brief →

CORP-08 · 02

Related-Party Transactions: Disclosure, Approval, and Cleansing

9 MIN · CORP

A conflicted transaction is not automatically improper. It is automatically reviewable. This brief sets out the approval architecture that decides which standard a court applies and what the record has to show.

  • Conflicted transactions are governed by state entity law. Delaware and Model Act states share the same architecture but differ in defined terms and conditions.
  • The three classic routes are disinterested director approval, disinterested owner approval, and proving the transaction was entirely fair to the company.
  • Delaware amended Section 144 in 2025, restructuring the safe harbors and addressing controlling-stockholder deals, so the current text must be read directly.
Read the full brief →