We secured affirmance of a Delaware Court of Chancery trial judgment in a books and records action

On March 11, 2026, Davis Polk secured affirmance from the Delaware Supreme Court of a trial judgment in a books and records action brought under section 220 of the Delaware General Corporation Law against an affiliate of its client, Exxon Mobil Corporation (ExxonMobil). The unanimous Supreme Court decision followed from Davis Polk’s trial victory in the Delaware Court of Chancery, where Chancellor Kathaleen St. Jude McCormick rejected the plaintiff’s efforts to inspect text messages exchanged between ExxonMobil’s CEO and Executive Chair, Darren Woods, and Scott Sheffield, the former CEO of Pioneer Natural Resources Company, in connection with ExxonMobil’s $60 billion acquisition of Pioneer in May 2024.

The case arose from a section 220 demand that the plaintiff, a former Pioneer stockholder, served on Pioneer’s board of directors. The plaintiff sought to inspect dozens of categories of Pioneer’s books and records to investigate whether Mr. Sheffield had breached his fiduciary duties by withholding from the Pioneer board material information about his negotiations with ExxonMobil. Pioneer debunked the plaintiff’s theory when it produced hundreds of pages of formal board-level materials demonstrating that Mr. Sheffield repeatedly disclosed his interactions with ExxonMobil to the board. Nevertheless, the plaintiff claimed that it was additionally entitled to a production of all text messages Mr. Sheffield sent to Mr. Woods over nearly a six-month period because, in the plaintiff’s view, the text messages could possibly contain information that Pioneer’s corporate records did not. At trial, the Court of Chancery found that Davis Polk proved that the plaintiff failed to demonstrate that informal materials were necessary and essential to its purported investigation because the plaintiff did not identify any deficiency in the formal materials Pioneer produced.

The plaintiff appealed the Court of Chancery’s trial decision to the Delaware Supreme Court. The panel of Justices summarily affirmed for all the reasons stated in the trial court’s decision.

The Davis Polk litigation team included partner Andrew Ditchfield and associates Joseph Taglienti and Allie (Allison) Siesser. All members of the Davis Polk team are based in the New York office.

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