“Rifled Precision”: Using E-discovery Technology to Streamline Books and Records Litigation

Joshua A. Manning · 22 Vand. J. Ent. & Tech. 663

Abstract

In 1993, the Delaware Supreme Court urged stockholders to use the “tools at hand” to flesh out complaints in derivative lawsuits. The plaintiffs’ bar got the message. In the years since that proclamation, the Delaware Court of Chancery has seen dramatic increases in so-called Section 220 litigation—stockholders exercising their statutory right to inspect a company’s books and records. As Delaware courts have made it harder for stockholders to challenge merger transactions, this trend has only intensified. Due to increased filings, as well as other structural hurdles, these “summary proceedings” have begun to drag, with many requiring full trials. Because of these issues, commentators have long called for streamlining the inspection process. As the “next big thing” in Delaware litigation continues to grow, legislatures and courts should consider integrating technology into the process. Artificial intelligence, which already is used in e-discovery applications, is well suited to document management and production. The Delaware courts, known for their expert judges and willingness to embrace technology, are uniquely well positioned to take advantage of such developments.