## Facts

- A nonprofit entity owned 30 shares of Chevron Corporation stock.
- The stockholder made a written demand under oath under DGCL § 220 to inspect and copy Chevron’s stockholder list.
- The stated purpose was to communicate with other stockholders about alleged economic risks tied to Chevron’s operations in Angola and to support a proposed stockholder resolution concerning those operations.
- The proposed resolution urged Chevron to condition continued operations in Angola on specified political changes by the Angolan government.
- The stockholder asserted economic risks including potential war-related damage, possible U.S. sanctions, and political instability affecting Chevron’s assets and business.
- Chevron refused to produce the list, arguing the demand was driven by political objectives, the resolution was not a proper subject for stockholder action, and disclosure could subject stockholders to harassment.
- The stockholder filed a DGCL § 220 action in the Delaware Court of Chancery; the matter was tried on whether the stated purpose was proper.

## Issues

1. Whether communicating with fellow stockholders about alleged economic risks of a corporation’s foreign operations and supporting a proposed stockholder resolution is a “proper purpose” reasonably related to the requester’s interest as a stockholder under DGCL § 220.
2. Whether the corporation defeats inspection by showing the requester’s motive is primarily political or that dissemination would harass stockholders, rendering the purpose improper.

## Decision

- The Court of Chancery granted the stockholder’s request and ordered Chevron to provide the stockholder list.
- The court found the requester was a stockholder who made a demand complying with DGCL § 220’s formal requirements.
- The court held Chevron did not carry its burden to prove the stated purpose was improper.
- The court treated communication about alleged economic risks connected to corporate operations, even in a politically charged context, as reasonably related to stockholder interests.

## Legal Principles

- Under DGCL § 220, a stockholder may inspect the stock ledger or stockholder list upon a written demand under oath stating a proper purpose reasonably related to the person’s interest as a stockholder.
- Once the stockholder establishes stock ownership and compliance with statutory demand formalities, the corporation bears the burden to show the stated purpose is improper.
- A purpose to communicate with other stockholders regarding matters that may affect the corporation’s business and financial condition can be proper under § 220.
- The presence of political or ideological content in a communication objective does not, by itself, make the purpose improper where the stockholder articulates a reasonable connection to economic risk or corporate welfare.
- General assertions of potential stockholder harassment, without proof that the stated purpose is improper, do not bar production of a stockholder list under § 220.

## Conclusion

The court ordered production of Chevron’s stockholder list because the requesting stockholder showed compliance with DGCL § 220 and a purpose tied to communicating alleged economic risks and a proposed resolution, while Chevron failed to prove the purpose was improper.


Conservative Caucus Research, Analysis & Education Foundation, Inc. v. Chevron Corp., 525 A.2d 569 (Del. Ch. 1987)