Roberta Ann K.W. Wong Leung Revocable Trust U/A Dated 03/09/2018 v. Amazon.com, Inc.

COURT OF CHANCERY
OF THE
STATE OF DELAWARE
BONNIE W. DAVID COURT OF CHANCERY COURTHOUSE
VICE CHANCELLOR 34 THE CIRCLE
GEORGETOWN, DE 19947

Date Submitted: October 15, 2025
Date Decided: November 5, 2025

Samuel L. Closic, Esquire Garrett B. Moritz, Esquire
Caitlin E. Whetham, Esquire Dylan T. Mockensturm, Esquire
Prickett, Jones & Elliott, P.A. Benjamin M. Whitney, Esquire
1310 N. King Street Ross Aronstam & Moritz LLP
Wilmington, DE 19801 1313 North Market Street, Suite 1001
Wilmington, DE 19801

RE: Roberta Ann K.W. Wong Leung Revocable Trust U/A Dated 03/09/2018
v. Amazon.com, Inc.,
C.A. No. 2023-1251-BWD

Dear Counsel:

This action concerns a stockholder demand to inspect the books and records of

Amazon.com, Inc. (“Amazon”). On July 28, 2025, the Delaware Supreme Court

issued an opinion holding that the stockholder plaintiff established a credible basis to

investigate purported anticompetitive conduct at Amazon. On remand, this letter

opinion addresses the scope of, and conditions on, the stockholder’s inspection.
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I. BACKGROUND

This Court and the Delaware Supreme Court have described the factual

background pertinent to this matter in three written decisions.1 The following

recitation includes only an overview of the facts necessary to understand the Court’s

ruling on the remaining issues of scope and conditions on inspection.

Roberta Ann K.W. Wong Leung Revocable Trust U/A Dated 03/09/2018

(“Plaintiff”) is a stockholder of Amazon, a Delaware corporation and multinational

technology enterprise focused on e-commerce, cloud computing, and digital

streaming.2 In October 2023, Plaintiff sent a letter to Amazon’s board of directors

demanding to inspect books and records under 8 Del. C. § 220 (the “Demand”), for

the purpose of “investigat[ing] potential corporate mismanagement, wrongdoing, and

waste” based on “concern[s] that Amazon’s fiduciaries have authorized or allowed

[Amazon to] take unlawful advantage of [its] dominant [marketplace] position to

1
Roberta Ann K.W. Wong Leung Revocable Tr. v. Amazon.com, Inc., 2025 WL 2104036
(Del. July 28, 2025) [hereinafter Sup. Ct. Op.]; Roberta Ann K.W. Wong Leung Revocable
Tr. U/A Dated 03/09/2018 v. Amazon.com, Inc., 2024 WL 4564754 (Del. Ch. Oct. 24, 2024)
[hereinafter Mem. Op.]; Roberta Ann K.W. Wong Leung Revocable Tr. U/A Dated
03/09/2018 v. Amazon.com, Inc., 2024 WL 1916089 (Del. Ch. May 1, 2024) [hereinafter
Final Report]. Joint exhibits are cited as “JX __.”
2
JX 53 [hereinafter Demand] at 1; JX 81 at 4.
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engage in anticompetitive practices, leading to U.S. and international regulatory

scrutiny, lawsuits, and fines.”3

Amazon responded to the Demand, asserting that the Demand failed to state a

proper purpose and was overbroad in scope, but nevertheless offering to produce “a

targeted set of materials” with the caveat that “[a]ny such production would be

conditioned on the prior execution of a suitable confidentiality agreement.”4 Amazon

proposed a confidentiality agreement that imposed, among other conditions, a

jurisdictional restriction limiting use of the inspection materials in litigation to a

Delaware forum (a “Forum Restriction”).5 Plaintiff refused to agree to a Forum

Restriction.6

On December 14, Plaintiff filed this action, and the Court held a one-day trial

on a paper record on April 26, 2024.7 On May 1, while serving as a Magistrate in

Chancery, I issued a post-trial final report (the “Final Report”) in which I concluded

that Plaintiff failed to meet its burden to state a proper purpose for inspection by

3
Demand at 1.
4
JX 60 at 2–3.
5
JX 49 ¶ 14.
6
JX 58 at 1.
7
Dkt. 56.
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demonstrating a credible basis to investigate wrongdoing. Final Report at *8–9. I

therefore recommended that judgment be entered for Amazon. Id. at *9. Plaintiff

filed exceptions to the Final Report, which were assigned to Vice Chancellor Will. 8

On October 24, Vice Chancellor Will issued a memorandum opinion (the

“Memorandum Opinion”) overruling the exceptions, denying inspection on the basis

that Plaintiff’s stated purpose was so overbroad that it was facially improper. Mem.

Op. at *1.

Plaintiff appealed the Final Report and the Memorandum Opinion.9 On July

28, 2025, the Delaware Supreme Court issued an opinion (the “Opinion”) reversing

this Court’s denial of Plaintiff’s inspection. Sup. Ct. Op. at *11. In the Opinion, the

Supreme Court concluded that Plaintiff had reasonably limited the scope of its

Demand before trial by “identif[ying] the specific examples of purported

anticompetitive conduct that [Plaintiff] sought to investigate[,]” “clarify[ing] the

scope of its requested inspection to ‘regulatory inquiries or lawsuits in the U.S. and

Europe[,]’” and identifying an “appropriate timeframe” for the Demand of

“September 2018 through the present.” Id. at *8 (quoting Pl.’s Answering Pre-Trial

Br. at 14–15, Dkt. 47).

8
Dkts. 60–61.
9
Dkt. 78.
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The Supreme Court’s Opinion further concluded that Plaintiff had “satisfied its

burden of proving a credible basis, especially considering . . . developments” that

occurred after the Final Report was issued. Id. Specifically, the Supreme Court found

that, “taken together, [an] FTC action, [a] State of California action, [a] State of

Washington consent decree, and [an] Italian Competition Authority fine [we]re

sufficient to establish a credible basis from which [the] court c[ould] infer that

Amazon has engaged in possible wrongdoing through its purported anticompetitive

activities.” Id. at *11. Accordingly, the Supreme Court concluded that Plaintiff stated

a proper purpose for the Demand. Id.

The Supreme Court reversed and remanded for further proceedings to

determine scope and conditions on inspection. Id. On October 15, the parties filed

supplemental briefs addressing those issues.10

II. ANALYSIS

Two issues remain for resolution on remand. First, the Court must decide the

scope of Plaintiff’s inspection, and second, the Court must determine any conditions

on the inspection.

10
Def. Amazon.com, Inc.’s Suppl. Br. [hereinafter DB], Dkt. 88; Pl.’s Post-Appeal Br.
[hereinafter PB], Dkt. 89.
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A. Scope Of Inspection

“The scope of inspection is a fact-specific inquiry, and the court has broad

discretion when conducting it.” Hightower v. SharpSpring, Inc., 2022 WL 3970155,

at *8 (Del. Ch. Aug. 31, 2022). The stockholder plaintiff “bears the burden of proving

that each category of books and records is essential to accomplishment of the

stockholder’s articulated purpose for the inspection.” KT4 P’rs LLC v. Palantir Techs.

Inc., 203 A.3d 738, 751 (Del. 2019) (quoting Thomas & Betts Corp. v. Leviton Mfg.

Co., 681 A.2d 1026, 1035 (Del. 1996)). “Books and records satisfy this standard ‘if

they address the “crux of the shareholder’s purpose” and if that information “is

unavailable from another source.”’” KT4 P’rs LLC, 203 A.3d at 751 (quoting Wal-

Mart Stores, Inc. v. Indiana Elec. Workers Pension Tr. Fund IBEW, 95 A.3d 1264,

1271 (Del. 2014)). “Keeping in mind that [Section] 220 inspections are not

tantamount to ‘comprehensive discovery,’ the Court of Chancery must tailor its order

for inspection to cover only those books and records that are ‘essential and sufficient

to the stockholder’s stated purpose.’ In other words, the court must give the petitioner

everything that is ‘essential,’ but stop at what is ‘sufficient.’” KT4 P’rs LLC, 203

A.3d at 751–52 (citations omitted).
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1. Subject Matter And Time Period

The Demand sought seven broad categories of books and records. As the

Delaware Supreme Court noted, Plaintiff then narrowed its requests during the course

of litigation to seek only books and records concerning “lawsuits and regulatory

inquiries” in the “United States and Europe” for the period of “September 2018

through the present.” Sup. Ct. Op. at *8. Although the Supreme Court found that the

Demand was not facially improper in light of Plaintiff’s proposed limitations, the

Supreme Court did not rule on the appropriate scope of the Demand.

Amazon contends that, even as narrowed, Plaintiff’s requests remain

geographically and temporally overbroad.11 As to geography, Amazon argues that the

scope of Plaintiff’s inspection must be limited to alleged anticompetitive behavior in

the U.S. and Italy.12 I agree. Although the Supreme Court concluded “that the Italian

Competition Authority fine (if considered together with government lawsuits in the

U.S.) contributed to [P]laintiff’s credible basis showing,” the Supreme Court also

“expressly rejected the European Commission’s antitrust investigation as evidence

supporting [P]laintiff’s credible basis showing.”13 Because Plaintiff has not

11
DB at 6.
12
See id. at 6–7.
13
Id. at 6.
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demonstrated a credible basis to investigate anticompetitive conduct in all of Europe,

its inspection is appropriately limited to the U.S. and Italy.

Relatedly, Amazon argues that Plaintiff’s proposed inspection period—

September 2018 through the present—is overbroad.14 At trial, Plaintiff proposed

beginning the inspection with September 2018 because that is when the European

Commission “began examining whether Amazon abused its dual role as a seller of its

own products and a marketplace operator.”15 But again, the Supreme Court agreed

that the European Commission’s investigation does not support a credible basis to

investigate wrongdoing. Sup. Ct. Op. at *11 n.106. The inspection period will instead

begin with July 1, 2021, six months prior to the Italian Competition Authority’s

decision imposing the fine.16

2. Plaintiff Must Begin With Formal Board Materials Before
Seeking Informal Board Materials.
The Demand seeks “minutes, resolutions, reports, presentations, or memoranda

made, reviewed by, or provided to the Board” concerning eighteen listed topics, as

14
Id. at 6–7.
15
Pl.’s Answering Pre-Trial Br. at 14; Demand at 2.
16
Although Amazon argues that inspection should begin with “January 2022 for documents
relating to the three U.S. actions,” DB at 7, I believe a date range of July 1, 2021 through the
present for the entirety of Plaintiff’s inspection is appropriate.
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well as “communications to or from the Board” addressing those same topics.17 To

determine which documents are necessary and essential to accomplish a proper

purpose, decisions interpreting Section 220 prior to its recent amendment18 group

requests for books and records into three categories:

• “Formal Board Materials,” or “board-level documents that
formally evidence the directors’ deliberations and decisions and
comprise the materials that the directors formally received and
considered”;

• “Informal Board Materials,” which “generally will include
communications between directors and the corporation’s officers
and senior employees, such as information distributed to the
directors outside of formal channels, in between formal meetings,
or in connection with other types of board gatherings”; and

• “Officer-Level Materials,” which are “communications and
materials that were only shared among or reviewed by officers and
employees.”

Hightower, 2022 WL 3970155, at *9 (quoting Lebanon Cty. Empls.’ Ret. Fund v.

AmerisourceBergen Corp., 2020 WL 132752, at *24–25 (Del. Ch. Jan. 13, 2020),

aff’d, 243 A.3d 417 (Del. 2020)).

17
Demand at 18–20.
18
Because the Demand was made in October 2023, the recent amendments to 8 Del. C.
§ 220 do not apply. See Del. Sen. Sub. 1 for S.B. 21, 153rd Gen. Assem. § 3 (Mar. 24, 2025)
(enacted) (“Sections 1 and 2 of this Act do not apply to or affect any action or proceeding
commenced in a court of competent jurisdiction that is completed or pending, or any demand
to inspect books and records made, on or before February 17, 2025.”).
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Formal Board Materials are the starting point—and typically the ending point—

for a sufficient inspection. Woods, Tr. of Avery L. Woods Tr. v. Sahara Enters., Inc.,

2020 WL 4200131, at *11 (Del. Ch. July 22, 2020). Decisions considering requests

for Informal Board Materials and/or Officer-Level Materials in the form of email

communications “reflect the principle that the Court of Chancery should not order

emails to be produced when [Formal Board Materials] would accomplish the

petitioner’s proper purpose, but if non-email books and records are insufficient, then

the court should order emails to be produced.” KT4 P’rs LLC, 203 A.3d at 752–53.

Whether Formal Board Materials are sufficient for a stockholder’s purposes is fact

dependent, but generally speaking, a broader inspection may be needed if the board

did not honor traditional corporate formalities, the alleged wrongdoing happened

exclusively at the officer level, or the Formal Board Materials fail to address key

events. See Oklahoma Firefighters Pension & Ret. Sys. v. Amazon.com, Inc., 2022

WL 1760618, at *12 (Del. Ch. June 1, 2022); Hightower, 2022 WL 3970155, at *10.

As noted in the Final Report, Amazon offered to produce Formal Board

Materials responsive to the Demand, subject to a confidentiality agreement with a

Forum Restriction, but Plaintiff declined. See Final Report at *4–5. Without the

benefit of those documents, Plaintiff has not, in my view, met its burden to

demonstrate that Formal Board Materials will be insufficient to accomplish its
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purpose. If, however, Plaintiff reviews the Formal Board Materials and determines

they are inadequate for its purpose, it may renew its request for Informal Board

Materials.19

3. The Requests

For the sake of clarity, the Court’s rulings on the seven categories of books and

records identified in the Demand are as follows.

Request No. 1 seeks Formal Board Materials concerning eighteen topics.20

With the limitations described above, the following topics seek information

appropriately targeted to Plaintiff’s proper investigation purpose:

a. the Company’s compliance with antitrust or competition laws,
including state and federal antitrust laws in the U.S. and in the
EU,21 including investigations into Amazon’s compliance with
such laws and lawsuits filed against the Company regarding
antitrust laws or anticompetitive conduct, including, but not
limited to, the FTC Complaint, California’s lawsuit, and
Washington’s lawsuit;

c. settlements related to antitrust laws, including, but not limited to,
the Washington state settlement;

19
Plaintiff contends that Informal Board Materials are necessary based on FTC allegations
that Amazon failed to preserve certain communications relevant to its investigation. See PB
at 19–20. Even assuming those allegations are true, I am unconvinced that they support an
order requiring Amazon to produce informal materials that allegedly no longer exist.
20
Demand at 18–20.
21
To be clear, these topics are limited to Amazon’s compliance with antitrust or competition
laws in the U.S. and Italy only, as explained above.
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d. any investigation into Amazon’s antitrust compliance by foreign
or domestic governments, including, but not limited to, the FTC,
California, and Washington;

p. internal inquiries or investigations into antitrust law compliance.22

Formal Board Materials responsive to the above requests are necessary and essential

to Plaintiff’s investigation purpose and must be produced.

Numerous other topics identified in Request No. 1 are, however, overbroad.

Those topics include, among several others, “how the Company processes search

results on its website, including algorithms used,” “the price surveillance group or

team and the algorithms that team uses,” “executives or directors using the Signal

Messaging application,” and “complaints from sellers regarding prices.”23 While

those requests identify broad topics discussed in the FTC complaint, they are

insufficiently tailored to Plaintiff’s purpose of investigating alleged anticompetitive

conduct in the U.S. and Italy. Amazon must produce Formal Board Materials in

response to these requests only to the extent such documents concern the FTC action,

State of California action, State of Washington consent decree, or Italian Competition

Authority fine.

22
Demand at 18–19.
23
Id. at 19.
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Request No. 2 seeks Informal Board Materials concerning the same eighteen

topics.24 As noted above, that request is denied. If Plaintiff reviews the Formal Board

Materials and determines they are inadequate for its purpose, it may renew its request

for Informal Board Materials.

Request No. 3 seeks “[b]ooks and records sufficient to identify all Company

internal controls, policies, and procedures in place to ensure Amazon’s compliance

with antitrust laws are adequately and timely reported to management and the

Board.”25 Such documents are necessary and essential to Plaintiff’s purpose and must

be produced.

Request No. 4 seeks “Amazon’s policies, procedures, or practices regarding

Demand No. 1.”26 This request is granted only to the extent it seeks policies and

procedures concerning antitrust compliance in the U.S. and Italy.

Request No. 5 seeks “[f]ormal communications between the Company and any

governmental investigative agency concerning antitrust laws or anticompetitive

conduct.”27 This request is granted to the extent it is coterminous with the geographic

24
Id. at 20.
25
Id.
26
Id.
27
Id.
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scope identified in the Demand—in other words, only to the extent it seeks formal

communications with agencies in the U.S. and Italy.

Request No. 6 seeks documents to investigate the independence of Amazon’s

directors. Since Plaintiff has established a credible basis to investigate purported

anticompetitive conduct at Amazon, it is entitled to director questionnaires to

investigate director independence. See Gross v. Biogen Inc., 2021 WL 1399282, at

*17 (Del. Ch. Apr. 14, 2021) (“This court regularly orders companies to produce

director questionnaires where a plaintiff has demonstrated a credible basis to suspect

possible wrongdoing.”) (quoting Pettry v. Gilead Sciences, Inc., 2020 WL 6870461,

at *27 (Del. Ch. Nov. 24, 2020)). Plaintiff has not persuaded the Court that any

additional documents are necessary for this purpose.

Request No. 7 asks for “[t]he documents provided in response to any other

Section 220 demands investigating the same or similar matters identified in this

demand.”28 This catch-all request lacks the “rifled precision” that Section 220

requires and is therefore denied to the extent not covered by Plaintiff’s other requests.

See Amalgamated Bank v. Yahoo! Inc., 132 A.3d 752, 775 (Del. Ch. 2016) (“The

production order ‘must be carefully tailored.’ Framed metaphorically, it should be

28
Id.
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‘circumscribed with rifled precision’ to target the plaintiff’s proper purpose.” (citation

omitted)), abrogated on other grounds by Tiger v. Boast Apparel, Inc., 214 A.3d 933

(Del. 2019).

B. Conditions On Inspection

“[T]he Court of Chancery has wide discretion to shape the breadth and use of

inspections under [Section] 220 to protect the legitimate interests of Delaware

corporations.” United Techs. Corp. v. Treppel, 109 A.3d 553, 559 (Del. 2014); 8 Del.

C. § 220(c) (“The Court may, in its discretion, prescribe any limitations or conditions

with reference to the inspection . . . .”).29 The parties agree that Plaintiff’s books and

records inspection will be conditioned on entry of a confidentiality agreement.30 They

disagree, however, on whether the confidentiality agreement should include a Forum

Restriction.

29
Section 220(b)(3), as recently amended, states that:
[t]he corporation may impose reasonable restrictions on the confidentiality,
use, or distribution of books and records and may require, as a condition to
producing books and records to a stockholder under any demand under this
subsection, that the stockholder agree that any information included in the
corporation’s books and records is deemed incorporated by reference in any
complaint filed by or at the direction of the stockholder in relation to the
subject matter referenced in the demand.
8 Del. C. § 220(b)(3). As noted above, the amendment does not apply here.
30
DB at 12; PB at 20. The parties also agree that the confidentiality agreement will provide
that information included in the books and records is deemed incorporated by reference in
any later-filed complaint. DB at 12; PB at 20.
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Interpreting Section 220 prior to its recent amendment, the Delaware Supreme

Court has held that the Court of Chancery’s discretion to prescribe conditions on an

inspection includes the authority to impose a Forum Restriction. Treppel, 109 A.3d

at 558–59. Deciding whether such a provision is appropriate is “inherently case-by-

case and ‘fact specific,’” but the Court may “give weight to factors” such as:

(i) the fact that [the plaintiff] seeks to file claims arising out of the same
corporate conduct that was already the subject of derivative litigation
in the Court of Chancery and [the Supreme] Court;

(ii) [the corporation’s] legitimate interest in having consistent rulings
on related issues of Delaware law, and having those rulings made by
the courts of this state;

(iii) [the corporation’s] adoption of a forum selection bylaw that
represents a non-case-specific determination by its board of directors
that internal affairs litigation involving the company should proceed in
a single forum; and

(iv) the investment the corporation has already made (which comes at
a cost to its stockholders) in defending not only the prior derivative
litigation in the Court of Chancery, but also this § 220 action.

Id. at 558, 560 (citation omitted). The Court may also consider the plaintiff’s

“inability to articulate any legitimate reason why [it] needs to file suit in a forum other

than Delaware, and [its] ability to seek a modification of the use restriction under

Court of Chancery Rule 60(b) if specific circumstances arise that generate such a

need.” Id. at 560.
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An evaluation of the Treppel factors leads me to conclude that a Forum

Restriction is appropriate under the specific facts of this case. To date, Amazon has

received at last four demands seeking to investigate breaches of fiduciary duty based

on purported anticompetitive conduct. The receipt of multiple demands seeking to

investigate the same Delaware law-based claims presents a concrete risk that future

derivative litigation arising from those demands may, in the absence of a Forum

Restriction, span multiple forums, run up defense costs, and yield inconsistent results.

Amazon has established that it has a legitimate interest in receiving consistent rulings

from Delaware courts on fiduciary duty claims governed by Delaware law.

Although Amazon’s governing documents did not include a Delaware forum

selection provision at the time the Demand was made, Amazon has since adopted a

forum selection bylaw, reflecting the board’s determination that derivative litigation

should proceed in Delaware. Plaintiff insists that I should not consider developments

that occurred after it made the Demand, but I am aware of no precedent compelling

me to ignore the board’s highly relevant determination that internal affairs litigation

should proceed in a single Delaware forum. Certainly, the “integrity of the judicial
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process and the finality of judgments”31 does not require me to do so when the Court

did not previously rule on conditions for inspection.

Amazon has now invested substantial resources by litigating two books and

records actions in this Court arising from the same underlying conduct.

And finally, Plaintiff has failed to articulate any legitimate reason why it should

be permitted to file suit outside of Delaware. Plaintiff simply argues that it should not

be required to “commit in advance to the ends to which it will put the books and

records.”32 A Forum Restriction does not require Plaintiff to commit to the “ends” of

its inspection—it does not restrict what Plaintiff can do with the books and records,

only where Plaintiff may bring litigation if it chooses to do so. Plaintiff offers no other

reason for seeking to file litigation in another forum, nor does it explain why its ability

to seek to modify any Forum Restriction under Rule 60(b) is inadequate to address its

concerns.

As a result, Plaintiff’s books and records inspection will be conditioned on a

Forum Restriction in the parties’ confidentiality agreement.

31
PB at 23.
32
Id. at 21 (quoting AmerisourceBergen Corp., 2020 WL 132752, at *13).
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III. CONCLUSION

For the reasons explained above, Plaintiff is entitled to books and records

subject to the scope and conditions in this letter opinion. The parties shall confer on

a form of order memorializing the rulings herein.

Sincerely,

/s/ Bonnie W. David

Bonnie W. David
Vice Chancellor

cc: All counsel of record (by File & ServeXpress)