Meaning
Statutory provisions under Delaware corporate law govern the preparation and accessibility of the official stockholder list before any meeting of stockholders. This statutory mandate, known as dgcl section 219, requires Delaware corporations to compile a complete list of stockholders entitled to vote at least ten days before every stockholder meeting. It establishes the rights of stockholders to inspect this list for germane purposes and governs the evidentiary weight of the stock ledger in determining voting rights.
Statutory Requirement
Corporate secretaries must assemble the voting list to display stockholder names, addresses, and shareholdings arranged in alphabetical order. This preparation must occur at least ten days before the scheduled meeting, and the list must be updated if the record date falls within that window. Failure to comply with these provisions does not automatically invalidate a meeting, but it provides grounds for a stockholder to seek judicial enforcement or adjournment.
The Delaware Court of Chancery holds exclusive jurisdiction to compel compliance or order the production of the stock ledger during a summary proceeding.
Inspectorial Privilege
Stockholders gain the right to examine the compiled list for any purpose germane to the scheduled meeting during the ten-day pre-meeting window. This examination can occur on a reasonably accessible electronic network or at the corporation’s principal place of business.
Evidentiary Standard
The stock ledger represents the only definitive evidence of which stockholders are entitled to examine the list or vote in person or by proxy. While beneficial owners may hold economic interest in the shares, only registered holders listed in the ledger hold the statutory rights under these provisions. Corporate officers who willfully neglect or refuse to produce the list become ineligible for election to any office at that meeting.
