Wachtell Lipton and Morrison & Foerster reported on a recent Delaware Supreme Court decision - KT4 Partners LLC v. Palantir Techs., Inc., No. 281, 2018 (Del. Jan. 29, 2019) - that required the defendant company to produce emails in response to a stockholder's DGCL §220 books & records request relating to alleged board misconduct because the company didn't formally document its board's actions in minutes, board resolutions or any other traditional and proper materials that could have potentially been responsive to the request. In the absence of a forum selection bylaw, the Court also disallowed a forum use restriction that had been okayed at the trial court level.
The case serves as an important reminder to properly document board actions, and to at least consider adopting forum selection bylaws.