Lebanon County Employees’ Retirement Fund and a health plan (plaintiffs) owned stock in AmerisourceBergen Corporation (defendant), one of the world’s largest opioid-medication distributors. The opioid epidemic prompted a flood of lawsuits against AmerisourceBergen and other distributors. Congressional investigations found AmerisourceBergen failed to address suspicious opioid orders and sold to rogue pharmacies that diverted drugs into illegitimate channels. Shareholders began investigating whether AmerisourceBergen engaged in wrongdoing, and they sought to inspect its books and records. The request specified its purpose was to investigate possible fiduciary breaches, mismanagement, and legal violations by the board connected to opioids; consider remedies to be sought; evaluate board-member independence and disinterestedness; and evaluate possible litigation or corrective measures. The request asked for documents prepared, disseminated, considered, or discussed in anticipation of, during, or as a result of board or committee meetings. AmerisourceBergen rejected the request as lacking a proper purpose and overly broad, prompting the shareholders to bring a books-and-records action.