U.S. Die Casting, Inc., is a closely held Ohio corporation that owns 5 percent of Security First Corporation, a Delaware corporation. David Slyman is the president of U.S. Die and its sole shareholder. The defendant, Security First, entered into a merger agreement with Mid Am, Inc., a large regional bank holding company. After the announcement of the merger, Security First's stock increased significantly. The merger agreement required Security First to pay a termination fee of $2 million plus third-party expenses not to exceed $250,000 contingent on the occurrence of certain events within one year after termination should Security First pull out of the merger. The merger did not go through, and the market price for Security First dropped significantly. According to Secuirty First, it did not go through with the merger because it realized that Mid Am's "management philosophy and direction were fundamentally different from its own." Security First paid Mid Am $275,000 in expenses and agreed to pay an additional $2 million if a certain event occurred within one and one-half years after termination. U.S. Die submitted a written demand to Security Firstpursuant to Section 220 of the Delaware Code to inspect all of its books and records related to the Mid Am merger and its termination. Security First refused to comply. The Court of Chancery granted U.S. Die's demand and Security First appealed.Should U.S. Die be allowed to inspect Secuirty First's books? [Security First Corp. v. U.S. Die
Casting, Inc., 687 A.2d 563 (Del.)]