Strict Compliance with Section 220 Form-and-Manner Requirements: Commentary on Floreani v. FloSports, Inc.

Introduction

The Delaware Supreme Court’s decision in Martin Floreani v. FloSports, Inc., No. 491, 2024 (Del. Nov. 24, 2025), is a significant development in Delaware books-and-records jurisprudence under 8 Del. C. § 220. The case arose out of a family dispute over a closely held, venture-backed media company and culminated in a ruling that emphasizes strict, technical compliance with Section 220’s “form and manner” requirements as a condition precedent to any stockholder’s right to inspection.

The opinion addresses two discrete procedural questions under Section 220:

Whether a stockholder can serve a new Section 220 demand and, before the statutory five-business-day waiting period has expired, move to amend an existing Section 220 complaint to add that new demand; and
Whether the “under oath” requirement is satisfied where stockholders sign affidavits two weeks before counsel executes and sends the demand, without any record showing that the final demand is the same as the version they verified.

The Court answers both questions in the negative. First, any “application” to the Court of Chancery relating to a particular demand—including a motion to amend an existing complaint to add that demand—is barred during Section 220(c)’s five-business-day “litigation-free” period if the corporation has not yet refused inspection. Second, the stockholder bears the burden of showing that the oath verifies the final demand; a significant time gap between execution of the affidavits and execution of the demand, without evidence that the substance did not change, defeats compliance with Section 220(b).

Because none of the three demands complied with Section 220’s procedural prerequisites, the Court affirmed the Court of Chancery’s judgment denying inspection, without reaching issues of proper purpose, stockholder status, scope of inspection, or confidentiality. In doing so, the Court crystallizes a strict, bright-line approach to Section 220’s form-and-manner rules that will materially shape Delaware inspection practice going forward.

I. Case Background

A. The Company and the Family Dispute

FloSports, Inc. is a privately held Delaware corporation headquartered in Austin, Texas, operating a subscription streaming platform for live sports and related content. The plaintiffs, Martin, Christina, and Charlene Floreani (the “Stockholders”), are siblings and minority stockholders of FloSports. Their brother, Mark, has been FloSports’ CEO for the last several years.

Martin founded FloSports and led it for twelve years until the board removed him as CEO in 2018. Thereafter, relations within the family and between the siblings and the company deteriorated. FloSports never held annual stockholder meetings and stopped providing financial information to the Stockholders. Seeking to value and potentially sell their shares—while distrusting management—the Stockholders turned to Section 220 for formal access to books and records.

B. The Three Demands

1. The First Demand (November 2022)

In November 2022, counsel from Allen & Overy served an initial Section 220 demand by email on FloSports (the “First Demand”). The demand:

Was made on behalf of an unspecified “group of investors,”
Requested inspection of various financial and corporate records,
Stated purposes of valuing stock, soliciting purchasers, and evaluating offers.

FloSports denied the demand, citing multiple form-and-manner defects:

No power of attorney authorizing counsel,
The demand was not “under oath,”
No proof of stock ownership, and
No identification of the “group of investors.”

Nonetheless, after Allen & Overy identified the requesting stockholders, FloSports provided substantial financial information voluntarily (audited and unaudited financials, 409A valuations, debt schedules, capitalization table, and projections). Still, the parties’ disputes over the adequacy of information persisted.

2. The Second Demand (June 2023)

In June 2023, the Stockholders served a second Section 220 demand (the “Second Demand”). It:

Cured several defects of the First Demand (e.g., identification of demanding parties, power of attorney),
Expanded and refined the categories of requested documents (e.g., de-SPAC-related materials, loan information, emails about refinancing), and
Attached affidavits signed by each Stockholder under oath on June 6–7, 2023.

Counsel, acting under a special power of attorney, executed and dated the written demand on June 20, 2023—approximately two weeks after the affidavits were signed. FloSports denied the demand, contending, among other things, that:

The demand was not “under oath” for purposes of Section 220(b) because the affidavits preceded the demand by two weeks, and
FloSports could not confirm that the Stockholders had actually sworn to the final, executed version of the demand served on the company.

Following this denial, the Stockholders filed a verified Section 220 complaint in the Court of Chancery to compel inspection based on the Second Demand.

3. The Third Demand (September 2023)

On September 27, 2023, the Stockholders:

Served a third Section 220 demand on FloSports (the “Third Demand”), and
Simultaneously moved for leave to file an amended complaint to (a) adjust the list of plaintiffs (adding Martin individually, removing an entity and another person), and (b) add allegations concerning the Third Demand.

The motion to amend expressly informed the Court of Chancery that:

The Third Demand sought the same books and records as the Second Demand, but
Was made only on behalf of Martin, Christina, and Charlene.

Crucially, a footnote in the motion stated that, although the Third Demand had just been served, the plaintiffs would not file the amended complaint until:

The Court granted the motion, and
At least five business days had passed since service of the Third Demand.

This was meant to respect Section 220(c)’s five-day waiting period. However, the motion to amend itself was filed on the same day the Third Demand was served.

C. Proceedings in the Court of Chancery

1. Before the Magistrate

The case was initially heard by a Magistrate in Chancery. The original expedited schedule set discovery to close by late August 2023, with trial on September 27, 2023. That schedule was vacated two days before the pretrial conference and rescheduled for late October.

On September 27, 2023, the very day the original trial date and the Third Demand coincided, the Stockholders filed their motion to amend. The Magistrate granted the motion on October 3, 2023, treating it as unopposed—four business days after service of the Third Demand and before FloSports responded.

FloSports promptly sent a letter to the court, arguing that:

The court lacked jurisdiction to grant the motion because Section 220(c)’s five-day waiting period had not yet expired when the motion was filed and granted;
The amended complaint should be dismissed; and
The First and Second Demands remained procedurally defective.

A telephonic hearing followed. FloSports pressed its objection to the timing of the motion to amend, but also indicated it preferred to resolve disputes “on the merits” if a new schedule was set. During that call, FloSports’ counsel made statements that plaintiffs later characterized as a “stipulation” that the Third Demand complied with Section 220 once the five-day period had run. The Supreme Court ultimately rejected that characterization and found no waiver.

On October 10, 2023—nine business days after the Third Demand—the plaintiffs filed their amended complaint. Trial on the amended complaint occurred on November 8, 2023.

In a post-trial report, the Magistrate:

Rejected FloSports’ five-day waiting period objection, reasoning that the court retained jurisdiction over the original demand and plaintiffs had “cured” any jurisdictional issue by filing the amended complaint after the five-day window had elapsed;
Held that the Third Demand satisfied the form-and-manner requirements;
Found plaintiffs’ purpose (valuing their stock) proper, notwithstanding family animosity; and
Granted inspection of most requested documents (excluding tax returns/work papers), subject to a confidentiality order.

2. Exceptions and the Court of Chancery’s Final Opinion

Both sides filed exceptions. The Stockholders asked for clarity on fees and related discovery, while FloSports challenged virtually all of the Magistrate’s adverse rulings, especially on form-and-manner compliance.

The Court of Chancery (a Vice Chancellor) sustained FloSports’ exceptions and held that:

The First Demand was clearly deficient (no oath, no power of attorney, no identification of demanding stockholders);
The Second Demand failed because, in the Court of Chancery’s view, counsel rather than the Stockholders had signed the oath; and
The Third Demand failed because the Stockholders violated Section 220(c)’s five-day waiting period by filing the motion to amend before the window closed.

On that basis, the Court of Chancery entered judgment for FloSports, and the Stockholders appealed.

II. Summary of the Delaware Supreme Court’s Opinion

Justice LeGrow, writing for a unanimous Supreme Court, affirmed. The Court held:

Third Demand – five-day waiting period: Section 220(c)’s five-business-day waiting period is to be strictly construed. Any “application” to the Court of Chancery concerning a particular demand—including a motion to amend a complaint to add that demand—is barred during that period unless the corporation has refused inspection earlier. The plaintiffs’ motion to amend, filed the same day the Third Demand was served, violated the statute, even though the amended complaint itself was not filed until after the period expired.
Second Demand – “under oath” requirement: The Court acknowledged that the Court of Chancery erred in finding that counsel, not the Stockholders, signed the affidavits. However, it affirmed on an alternative ground: because the affidavits predated the demand by two weeks, and the record contained no evidence that the Stockholders swore to the final version served on FloSports, the Stockholders failed to prove compliance with the “under oath” requirement of Section 220(b).
First Demand: The Stockholders did not challenge the Court of Chancery’s ruling that the First Demand was deficient. That ruling stood.

Because none of the three demands satisfied Section 220’s form-and-manner prerequisites, the Court held that the Stockholders never perfected their statutory inspection rights. It therefore did not reach:

Whether the plaintiffs had a proper purpose,
Whether they were stockholders of record at all relevant times,
The permissible scope of inspection (“necessary and essential” standard), or
The terms of any confidentiality order or fee award.

The decision solidifies a strict approach to Section 220’s procedural components—particularly the five-day litigation-free period and the “under oath” requirement—and signals to practitioners that technical missteps will be outcome-determinative, even in long-running, hard-fought disputes.

III. Key Precedents and Statutory Framework

A. Section 220’s Structure

The Court works off the 2010 version of Section 220, explicitly noting that the 2025 amendments do not apply because all three demands were made before February 17, 2025.

Under Section 220:

Subsection (b) confers on any stockholder the right to inspect “the corporation’s stock ledger, a list of its stockholders, and its other books and records” for any proper purpose, upon a written demand under oath stating such purpose.
Subsection (c) provides that if the corporation:
- Refuses to permit inspection, or
- Does not reply within five business days after the demand is made,
then the stockholder may apply to the Court of Chancery for an order compelling inspection.

Section 220(c) further requires that the stockholder show:

They are a stockholder,
They complied with the statute’s form and manner requirements, and
The requested inspection is for a proper purpose.

Absent strict procedural compliance, the right to inspection is not properly invoked and the corporation has no duty to respond. The opinion repeatedly emphasizes this structural ordering.

B. Central Laborers and the “Form and Manner” Prerequisite

The Supreme Court relies heavily on Central Laborers Pension Fund v. News Corp., 45 A.3d 139 (Del. 2012), which held that a stockholder must comply with the form-and-manner requirements before a court considers proper purpose. Central Laborers underscores that form-and-manner compliance is a gatekeeping requirement: until a compliant demand is made, the corporation’s obligation to respond (and the court’s analysis of proper purpose) never arises.

C. Strict Enforcement of the Five-Day Waiting Period

The Court’s treatment of the five-day waiting period draws on a line of Court of Chancery decisions:

Frank v. Libco Corp., 1992 WL 364751 (Del. Ch. Dec. 8, 1992) – The court refused to ignore the statutory five-business-day waiting period, warning that doing so would “eviscerate” the requirement. Although Frank expressed some doubt about whether the waiting period is “jurisdictional” in the strict sense, it treated the requirement as mandatory.
Katz v. Visionsense Corp., 2018 WL 3953765 (Del. Ch. Aug. 16, 2018) – The stockholder filed his Section 220 complaint only four days after serving the demand. The court dismissed the case outright, emphasizing that Delaware courts require “strict adherence” to the waiting period. Katz also discusses:
- Gay v. Cordon Int’l Corp., 1978 WL 2491 (Del. Ch. Mar. 31, 1978), where stockholders were allowed to proceed on a second, proper demand because they had strictly complied with all procedural prerequisites—including the five-day period—before moving to supplement their earlier, flawed complaint.
MaD Investors GRMD, LLC v. GR Companies, Inc., 2020 WL 6306028 (Del. Ch. Oct. 28, 2020) – The court reiterated that Section 220 is not an “equitable safe harbor” to cure premature or defective filings by later supplementation. It enforced the five-day waiting period strictly and dismissed a complaint filed prematurely.

The Supreme Court synthesizes these cases and endorses a consistent principle: the five-day waiting period is a bright-line rule, not a flexible guideline. The distinctive contribution of Floreani is to clarify that this strict rule extends to motions to amend that seek to incorporate a new demand into an existing action.

D. The “Under Oath” Requirement and the Calgon Decision

On the “under oath” issue, the Court cites Inter-Local Pension Fund GCC/IBT v. Calgon Carbon Corp., 2019 WL 479082 (Del. Ch. Jan. 25, 2019), aff’d, 237 A.3d 818 (Del. 2020). There, the Court of Chancery held:

The oath requirement is satisfied where the stockholder signs an affidavit attesting that they have reviewed the demand “in substantially final form” and that they adopt its contents as true, and
The record demonstrates that only non-substantive changes (e.g., date, signature block) were made between the version the stockholder saw and the final served version.

Calgon thus stands for the proposition that:

The oath need not be executed the same day as the demand,
Some temporal gap is permissible, but
The stockholder must be shown to have sworn to the substance of the final demand actually served on the corporation.

Floreani applies that principle in the negative: where the time gap is significant and the record is silent on what the stockholder actually reviewed or verified, the burden is not met.

IV. The Court’s Legal Reasoning

A. The Third Demand and the Five-Day Waiting Period

1. Textual Interpretation of Section 220(c)

Section 220(c) provides that if a corporation:

“refuses to permit an inspection … or does not reply to the demand within 5 business days after the demand has been made, the stockholder may apply to the Court of Chancery for an order to compel such inspection.”

The Court stresses:

The statute is unambiguous: it speaks in terms of an “application” to the Court of Chancery;
Under Delaware interpretive principles, if the text is unambiguous and not absurd, courts must enforce it according to its plain meaning; and
The phrase “apply to the Court of Chancery” is broad and not reasonably susceptible to exclusion of motions that activate the Court’s adjudicative function.

Accordingly, the Court holds that:

Any court filing that invokes judicial action to enforce a particular demand—whether a new complaint or a motion to amend an existing complaint to add the demand—is an “application” for purposes of Section 220(c); and
If the corporation has not yet refused inspection, such applications are prohibited during the five-business-day waiting period.

2. The “Litigation-Free Window” and Statutory Purpose

Beyond text, the Court analyzes the purpose of the waiting period:

Section 220 seeks to balance stockholders’ information rights with the corporation’s interest in avoiding undue litigation burden.
The five-day period gives the corporation a brief “litigation-free window” to:
- Consider the demand,
- Gather facts,
- Decide whether to comply, negotiate, or refuse,
- All without simultaneously having to brief or argue in court.

If stockholders could file a motion to amend (or similar applications) the same day they serve a new demand, the corporation would immediately be forced to react in litigation—opposing the motion, briefing, appearing at a conference—before the five-day period ends. This, the Court notes, would defeat the statute’s carefully drawn balance.

The Stockholders argued that the motion to amend was not itself a proscribed “application” because:

The amended complaint was not filed until after five business days; and
Chancery Rule 15 distinguishes between leave to amend and the filing of the amended pleading.

The Supreme Court rejects that distinction as incompatible with the statute’s purpose: the very act of filing the motion to amend triggers litigation obligations for the corporation. It is enough that FloSports would have to “take and defend a litigation position” before the waiting period ended.

3. Application to the Third Demand

The timeline is straightforward:

September 27, 2023: Third Demand served on FloSports; motion to amend filed the same day.
October 3, 2023: Magistrate grants the motion as unopposed (the fifth business day, before close of business).
October 4, 2023: FloSports writes to the court, objecting to the timing (within what the corporation contends is the protected five-day window).
October 10, 2023: Amended complaint filed (nine business days after demand).

The Court holds that:

Because the motion to amend was filed on day zero and granted before the five-day window ended, the plaintiffs violated Section 220(c);
It does not matter that the amended complaint itself was filed later—the violation occurred when the application was made;
Nor does the Magistrate’s continued jurisdiction over the earlier Second Demand salvage the Third Demand; a new demand must independently satisfy the statute’s procedural prerequisites.

4. No Waiver by FloSports

The Stockholders also argued that FloSports had “stipulated” or waived its five-day objection during the October 6 teleconference by suggesting that a new trial date and an opportunity to answer the amended complaint would “resolve everything.” The Supreme Court:

Carefully reviews the record and finds no clear, intentional waiver;
Notes that FloSports repeatedly raised the five-day objection in later briefing and in its notice of exceptions; and
Observes that neither the Magistrate, the Vice Chancellor, nor the parties treated the issue as waived at the time.

In short, the Court holds that ambiguous statements about case management cannot be retroactively converted into a binding waiver of a statutory right, especially where a party consistently maintains its objection.

B. The Second Demand and the “Under Oath” Requirement

1. Nature of the “Under Oath” Requirement

Section 220(b) requires that the demand be “under oath.” Section 220(a)(3)—defining “under oath” more generally—provides that it means a declaration affirmed as true under penalty of perjury. In practice, this takes the form of:

A notarized affidavit (or declaration under penalty of perjury),
Executed by the stockholder (or an authorized representative) attesting to:
- Their stock ownership,
- The accuracy of the factual statements in the demand, including the stated purpose.

The Delaware courts have repeatedly likened this requirement to the verification of a complaint: it is the stockholder’s personal attestation of truthfulness, which cannot be casually delegated or retroactively reconstructed.

2. The Court of Chancery’s Mistake and the Supreme Court’s Alternative Ground

The Court of Chancery denied the Second Demand on the belief that counsel had signed the oath instead of the Stockholders. The Supreme Court accepts that this was factually wrong: the affidavits show the Stockholders did sign.

However, the Court affirms the result on an alternative basis squarely raised below: the two-week gap between the affidavits (June 6–7) and the execution of the demand (June 20), with no evidence that the Stockholders swore to the final version served on FloSports.

Key points in the Court’s reasoning:

The stockholders bear the burden of proving compliance with Section 220(b);
Where there is a substantial lapse in time between the oath and the demand, questions naturally arise about whether the final text exactly matches what was verified;
The record contains no testimony, affidavit language (such as “substantially final form”), or other evidence showing:
- When the demand was drafted,
- What version the Stockholders saw, or
- Whether any substantive changes were made after they signed.

To compound the problem, the Stockholders invoked privilege to resist FloSports’ discovery on this point and created no non-privileged record clarifying what they actually reviewed. They then argued on appeal that the Second Demand was substantively the same as the First Demand—an assertion the record contradicts, as the Second Demand introduced several new categories of documents and new factual context.

On this record, the Court concludes:

The Stockholders did not prove that the oath verified the final version of the Second Demand;
By contrast with Calgon, there is no statement that they had reviewed a “substantially final form” of the demand, nor uncontroverted testimony limiting changes to non-substantive matters; and
Therefore, the Second Demand did not satisfy the “under oath” requirement.

3. Interaction with Privilege

While the Court does not dwell on privilege doctrine, the opinion carries a practical message: a stockholder cannot both:

Withhold all information about drafts and review of the demand on privilege grounds, and
Still carry the burden of proving that the oath covered the final, served version.

Counsel must therefore structure their evidence—and, if necessary, waive limited privilege—to demonstrate compliance. Otherwise, the court will not infer compliance from silence, particularly where timing questions arise.

V. Impact and Practical Implications

A. Section 220 Practice: A More Hazardous Procedural Terrain

Floreani heightens the already technical nature of Section 220 litigation. Several clear practice lessons emerge:

1. Do Not File Anything Concerning a New Demand During the Five-Day Period (Absent a Refusal)

If the corporation has not expressly refused inspection, stockholders must:
- Wait five business days from the corporation’s receipt of the demand, and
- Refrain from filing any complaint, motion to amend, or other application to the Court concerning that demand during that period.
This includes:
- Motions for leave to amend an existing Section 220 complaint to add a new demand,
- Motions to consolidate, if premised on a new demand, and
- Potentially any other filing that requires the corporation to take a litigation position about the demand.

If the corporation affirmatively refuses the demand before five days have elapsed, the stockholder may apply immediately; the waiting period only applies where the corporation is silent.

2. Align the Timing and Content of Affidavits With the Demand

To avoid challenges like those in Floreani:

Ideally, have the stockholder execute the oath on or very near the date on which the written demand is finalized and sent.
If some delay is unavoidable:
- Use an affidavit that states the stockholder has reviewed the demand “in substantially final form,”
- Document (even in non-privileged fashion) that any subsequent edits were non-substantive (e.g., date changes), and
- Consider limited-waiver or non-privileged testimony to confirm this at trial.

Without such evidence, a significant time gap will create a serious risk that the demand will be found non-compliant.

3. Multiple, Evolving Demands Require Careful Sequencing

This case involves three successive demands over nearly a year. Floreani illustrates that:

Each demand must individually satisfy form-and-manner requirements;
One cannot safely rely on “curing” earlier defects through serial demands without strict compliance at each stage;
Amending an existing Section 220 complaint to add a new demand is permissible only if:
- The new demand itself is procedurally proper, and
- The motion to amend is not filed within the five-day waiting period (unless the corporation has already refused).

B. Implications for Minority Stockholders in Private Companies

The decision is particularly salient for:

Founders who have been removed from management but retain equity stakes; and
Family-owned or closely held corporations where minority owners may lack informal access to information.

Even where a stockholder’s substantive entitlement to information seems strong—for example, where:

No annual meetings are held,

There is clear need to value shares—

Floreani underscores that failure to strictly adhere to Section 220’s procedural requirements will bar relief entirely. The substantive equities of the situation do not override statutory formality.

C. Effects on Corporate Counsel and Litigation Strategy

For corporations:
- The decision confirms that procedural defenses remain powerful tools in Section 220 litigation.
- Companies can and should scrutinize all demands for technical compliance with:
  - Oath formalities,
  - Identification of stockholders and proof of ownership,
  - Powers of attorney and agent authority, and
  - Compliance with the five-day waiting period.
- That said, companies should exercise care not to appear opportunistic; overuse of technical defenses can be perceived negatively in later fiduciary duty litigation.
For stockholder counsel:
- Section 220 proceedings are summary and meant to be efficient, but the Court’s insistence on precision means that drafting and timing must be treated with the same rigor as substantive Chancery litigation.
- Lawyers cannot expect courts to “forgive” small procedural errors in the name of efficiency or equity.
- Reliance on informal understandings or supposed “stipulations” at scheduling conferences is risky; if a statutory right is at issue, waiver must be explicit and documented.

D. Relationship to the 2025 Amendments to Section 220

The Court explicitly notes that the 2025 amendments to Section 220 do not apply because all three demands pre-dated February 17, 2025. While the opinion does not interpret the new statutory language, Floreani will inevitably influence how courts read the amended statute:

The Court’s approach—focusing on text, emphasizing form-and-manner as conditions precedent, and insisting on strict compliance—is likely to carry over to the amended framework.
Unless the amendments expressly relax the five-day rule or the oath requirement (which they do not appear to do in any dramatic way), practitioners should assume that Floreani remains controlling as to general methodology.

VI. Complex Concepts Simplified

A. What Is a “Summary Proceeding” Under Section 220?

A “summary proceeding” is a fast-tracked case with:

Condensed discovery,
Expedited schedules, and
Typically a prompt trial on a limited record.

Section 220 cases are intended to be summary so that stockholders can quickly obtain information needed to evaluate claims or transactions. Ironically, this case lasted more than three years—far longer than a typical summary proceeding—largely because of procedural disputes and successive demands. The Supreme Court’s emphasis on bright-line procedural rules is, in part, a response to such delays; clear rules reduce satellite litigation and speed resolution.

B. “Jurisdictional” vs. “Claims-Processing” Requirements

Some Chancery cases have referred to the five-day waiting period as “jurisdictional,” while others have been more cautious. The Supreme Court in Floreani explicitly does not decide whether the waiting period is jurisdictional in the strict sense (i.e., affecting the court’s power to hear the case).

Practically, the Court treats it as:

A mandatory, non-waived statutory precondition to suit (unless explicitly waived by the corporation);
Not something the court will overlook in the name of efficiency or fairness; and
A rule that, if violated, will independently justify denial of inspection.

So whether or not it is “jurisdictional” in technical terms, in practice it functions very much like a hard, non-discretionary bar.

C. “Under Oath” in Plain Terms

“Under oath” in Section 220 simply means:

The stockholder personally swears (or affirms under penalty of perjury) that:
- They are a stockholder,
- The factual statements in the demand (including ownership and purpose) are true, and
- If questioned, they could be held legally accountable (for perjury) for lying.

This is not a mere formality. It serves two functions:

Signals seriousness and honesty, discouraging frivolous or tactical demands; and
Gives the corporation and the court assurance that the stated purpose is not a litigation contrivance by counsel alone, but truly the stockholder’s purpose.

D. Proper Purpose (Though Not Reached Here)

Although the Supreme Court did not reach it, the “proper purpose” requirement is central to Section 220. A proper purpose is any purpose reasonably related to the stockholder’s interest as a stockholder. Examples include:

Valuing shares (as here),
Investigating possible mismanagement or wrongdoing,
Communicating with other stockholders about a tender offer or merger,
Assembling a list of stockholders for a proxy fight.

An improper purpose might be, for example, using the information to harass the company or for a purely personal vendetta unrelated to stockholder interests. In this case, the Magistrate had found that valuation was a proper purpose, despite family animus, and FloSports failed to show pretext. Those findings, however, never reached appellate review because procedural defects were dispositive.

VII. Conclusion: Significance of Floreani v. FloSports, Inc.

Floreani v. FloSports, Inc. is a leading decision on Section 220’s procedural rigor. It establishes or clarifies several important principles:

Strict Form-and-Manner Compliance Is a True Condition Precedent. A stockholder must prove strict compliance with Section 220’s procedural requirements before a court will even reach proper purpose or scope. Procedural missteps, even seemingly technical ones, will defeat inspection entirely.
The Five-Day Waiting Period Creates a Litigation-Free Zone. Absent an earlier refusal, stockholders may not apply to the Court of Chancery concerning a specific demand—whether by filing a new complaint or by moving to amend an existing one—until five business days have passed after the corporation’s receipt of that demand.
“Under Oath” Means Oath to the Final Demand. The stockholder must show that their oath verifies the actual demand served on the corporation. Significant time gaps or drafting changes between the oath and the demand, without evidence that no substantive changes occurred, will defeat compliance.
Appellate Courts Will Affirm on Any Proper Alternative Basis. The Supreme Court corrected the Court of Chancery’s factual misstep about who signed the oath, but nonetheless affirmed because another, properly preserved procedural defect independently justified denying the Second Demand.
Equitable Considerations Cannot Trump Clear Statutory Requirements. Even in a protracted, emotional family dispute where the Stockholders’ desire for information appears understandable, the Court declined to relax or bend statutory rules in the name of fairness or efficiency.

In the broader Delaware corporate law landscape, Floreani reinforces the message that Section 220 is both a powerful and a unforgiving tool. It offers stockholders an efficient route to essential information—but only when wielded with procedural precision. For corporate and stockholder counsel alike, the case is a detailed roadmap of procedural pitfalls to avoid and a reminder that books-and-records litigation, though “summary” in theory, must be treated with the utmost technical care in practice.