Rainbow Navigation v. Pan Ocean Navigation

This appeal involves an action by Pan Ocean Navigation, Inc. ("Pan Ocean") for an order permitting it to inspect the books
and records of Rainbow Navigation, Inc. ("Rainbow") pursuant to 8 Del.C. § 220. Any stockholder, "upon written demand
under oath stating the purpose thereof," has the right to inspect the corporation's books and records. Id. § 220(b).
However, as used in Section 220 "stockholder' means a stockholder of record." Id. § 220(a). Moreover, the stock
ledger is "the only evidence as to who are the stockholders entitled to examine . . . the books of the corporation . . . ."
Id. § 219(c). This case raises an important issue of first impression because Rainbow has not maintained a stock ledger and thus, of course,
Pan Ocean is not a stockholder of record as defined under a literal reading of Section 219. Nevertheless, Pan Ocean argues
that it is a record stockholder of Rainbow and has a right to inspect its books and records, even though Rainbow's stock ledger
is blank. The Court of Chancery conducted a trial and concluded that Pan Ocean is entitled to be treated as record owner of
Rainbow stock. We affirm that decision.