Background
Richard Scarantino, a shareholder of The Trade Desk, Inc., brought an action in the Delaware Court of Chancery seeking to inspect the company’s books and records under Delaware General Corporation Law § 220. The matter was referred to a Court of Chancery magistrate, who issued a final report on July 31, 2025, resolving the dispute. Scarantino filed exceptions to the magistrate’s report.
The Court of Chancery resolved those exceptions in a letter opinion dated December 5, 2025, ultimately ruling in favor of The Trade Desk. Scarantino appealed that decision to the Delaware Supreme Court.
The Court’s Holding
The Delaware Supreme Court affirmed the Court of Chancery’s judgment by order dated June 26, 2026. The court adopted the reasoning set forth in the Court of Chancery’s December 5, 2025 letter opinion without adding independent analysis, indicating the lower court’s resolution of Scarantino’s exceptions was sound.
The three-justice panel — Chief Justice Seitz and Justices Traynor and LeGrow — issued the affirmance by order rather than a full opinion, signaling that the appeal presented no novel legal questions warranting extended treatment.
Key Takeaways
- The Delaware Supreme Court affirmed the Court of Chancery’s denial of a shareholder’s books-and-records demand against The Trade Desk, Inc.
- The court adopted the lower court’s December 5, 2025 letter opinion in full, without elaborating on new legal standards.
- The disposition by summary order suggests the appeal was not viewed as raising unsettled questions under Delaware’s books-and-records jurisprudence.
Why It Matters
Books-and-records demands under § 220 are frequently used by shareholders as a precursor to derivative litigation, making trial and appellate outcomes in this area closely watched by corporate practitioners. An affirmance that adopts the Court of Chancery’s reasoning wholesale reinforces that court’s gatekeeping role in evaluating the propriety and scope of such demands.
Because the underlying Court of Chancery letter opinion is the operative reasoning, practitioners evaluating similar demands against Delaware corporations should consult that December 5, 2025 opinion for the specific factual and legal analysis the courts found persuasive.