This section contains the nature of the case and procedural background.

The Florida House of Representatives voted to approve House Bill 1557, titled the 'Parental Rights in Education' bill. HB 1557 prohibits teachers from discussing certain topics related to sexual orientation and gender identity in kindergarten through third-grade classrooms. The legislation prohibits lessons on these topics that are not 'age-appropriate or developmentally appropriate . . . in accordance with state standards. D opposed the bill publicly after its employees allegedly demanded that D take a public stand against the bill. On March 8, D's Board of Directors held a special meeting about D's 'Political Engagement and Communications.' D's annual stockholder meeting was held the next day, March 9, where Chapek (D's CEO) announced that D was joining a petition against similar legislation and would be supporting efforts to protect the LGBTQ+ community. Governor DeSantis took a hard line approach against D. Governor DeSantis signed HB 1557 into law, and D issued a public statement opposing the bill. D's opposition to HB 1557 prompted Florida politicians to consider revoking D's ability to self-govern its lands within the Reedy Creek Improvement District (RCID). The RCID was a substantial asset for D. Governor DeSantis announced a plan to abolish the RCID. Within 48 hours, the Florida House of Representatives voted 70 to 38 in favor of dissolving the special districts at issue. The dissolution was scheduled to go into effect in June 2023. On April 22, Governor DeSantis signed the dissolution bill into law. He announced that D would no longer control the RCID and would be held responsible for certain Florida taxes. He also announced that he would release a proposal making Disney responsible for over $1 billion in debts owed by the RCID. During a June 5, 2022, interview, Governor DeSantis recalled warning D that it 'shouldn't get involved' with HB 1557 because 'it's not going to work out well' for the company. D's stock price fell during the summer \from $145.70 per share on March 1 to $91.84 on July 14. On November 9-the day after Governor DeSantis was reelected-Disney's stock fell to $86.75 per share. P sent D a demand pursuant to 8 Del. C. § 220 to inspect corporate books and records. P has been a D stockholder since 1973 and lives in Kissimmee, Florida. D was 'concerned that officers and directors of D may have breached their fiduciary duties by failing to appreciate the known risk that D's political stance would have on its financial position and the value of D stock. P sought four categories of documents. These include: (1) director independence questionnaires and 'any other documents' reflecting ties among D directors; (2) D policies or guidelines about charitable or political contributions, or public positions on legislation or public policy issues; (3) meeting minutes and materials from the D Board or any Board committee about the Parental Rights Act, D's March 28 press release, the dissolution of the RCID, the economic benefits to D from the RCID, and the policies and guidelines that were the subject of request; and (4) written correspondence 'between or among any D directors (including [Chapek] in his capacity as CEO)' about the relevant issues. D claimed P had failed to state a proper purpose for inspection and that the requested documents were not necessary and essential to any such purpose. The parties conferred over the scope of the demand. D eventually produced 73 pages of documents. The documents were redacted for responsiveness and attorney-client privilege in accordance with the parties' agreement. The production included all Disney policies concerning charitable or political contributions that were in effect during the time period relevant to HB 1557, which were responsive to the second category of requested documents.D produced all formal Board documents-specifically, minutes-concerning HB 1557 in response to the third category of requests. D declined to produce director independence questionnaires (category one) and email communications (category four). P filed pursuant to 8 Del. C. § 220 to compel an inspection of books and records. On November 20, 2022, the Board announced that Chapek would be terminated as CEO. He was replaced by former Disney CEO Bob Iger. Florida decided not to dissolve the RCID. Governor DeSantis proposed installing a state-appointed board of supervisors to govern the district. Governor DeSantis signed a bill that effectively took control of the RCID (renamed the Central Florida Tourism Oversight District) and appointed five members to a reconstituted board of supervisors. The newly appointed board of supervisors discovered that before DeSantis signed this bill, the prior board had passed restrictive covenants and a development agreement giving Disney certain rights. Governor DeSantis signed another bill that would purportedly allow the new board of supervisors to void these agreements.

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