JACOBS, Justice:

Ernesto Espinoza ("Espinoza"), the appellant and plaintiff-below, brought this action under 8 Del. C. § 220 to inspect certain books and records of the defendant-below appellee, Hewlett-Packard Company ("HP").2 More specifically, Espinoza sought to inspect one document that HP refused voluntarily to disclose: an interim report (the "Covington Report" or the "Report") prepared by Covington & Burling, HP's outside counsel. The Covington Report was prepared in connection with an internal investigation into sexual harassment allegations made against HP's former Chief Executive Officer Mark V. Hurd ("Hurd"). The Court of Chancery held that Espinoza had not demonstrated a need to inspect the Covington Report sufficient to overcome the attorney-client privilege and work product immunity protections. On that basis that court denied Espinoza relief. We affirm, but on the alternative ground that Espinoza has not shown that the Covington Report is essential to his stated purpose, which is to investigate possible corporate wrongdoing.

FACTUAL AND PROCEDURAL BACKGROUND

The Circumstances of Hurd's Departure from HP

HP is a Delaware corporation that sells computers, printers and other technology globally. HP's shares trade publicly on the New York Stock Exchange. Until he resigned on August 6, 2010, Hurd was HP's Board Chairman, President and CEO. Before that date, HP's board of directors (the "Board") consisted of Hurd and ten non-employee, outside directors.

On or about June 29, 2010, Hurd received a letter at his HP office from an employment lawyer, Gloria Allred, Esquire ("Ms. Allred").3 In that letter Ms. Allred claimed that Hurd had sexually harassed her client, Jodie Fisher ("Fisher"), a former HP contractor, over the two-year period that Fisher performed work for the company. Ms. Allred's letter threatened legal action against both Hurd and HP, but it also suggested the possibility of reaching a confidential settlement.

Hurd promptly informed HP's General Counsel of the Allred letter. Thereafter, the HP Board began an internal investigation of Fisher's allegations. The Board retained Covington & Burling to conduct the inquiry and, based on that firm's findings, to advise the Board accordingly.4 On July 28, 2010, the Board was presented with the Covington Report, which contained interim factual findings and analysis arising out of the Covington firm's investigation. One week later, on August 5, 2010, Hurd reached a confidential settlement with Fisher.

The following day, HP announced Hurd's departure from HP. In that announcement, the Board explained that although its internal investigation did not show that Hurd had committed sexual harassment, the investigation did reveal that Hurd had breached HP's Standards of Business Conduct. The announcement quoted Hurd as saying that, in light of those findings, "it would be difficult for me to continue as an effective leader at HP." In a conference call later that day, HP's General Counsel, Michael J. Holston, publicly reported further details of Hurd's misconduct. Mr. Holston stated that HP's internal probe revealed a "systematic pattern" of "inaccurate" expense reports that were intended to conceal Hurd's relationship with Fisher. The probe also revealed payments of HP funds "where there was not a legitimate business purpose."

The Board did not terminate Hurd "for cause." Instead, the Board approved a separation agreement under which Hurd received, among other benefits, severance payments estimated as worth over $30 million.5

The Contents Of The Covington Report

According to HP, the Covington Report contained preliminary "findings and conclusions" regarding Fisher's allegations, and also "interim analysis and legal advice." HP has maintained throughout this proceeding that the Covington Report is protected by the attorney-client privilege and work product immunity doctrine.

HP also represented, to both the Court of Chancery and this Court, that the Covington Report does not discuss the issue that Espinoza is seeking to investigate in this action—whether the Board had grounds to terminate Hurd "for cause." Espinoza claims that if the Board had grounds to fire Hurd "for cause," then HP's multi-million dollar severance payments to Hurd should never have been paid. Based on HP's representation, the Court of Chancery found that the Covington Report "does not discuss the for-cause issue at all"6—a finding that Espinoza does not directly contest. We therefore rely on that finding as an undisputed fact for purposes of this appeal.

Espinoza's Section 220 Demand

HP's announcement of Hurd's departure led to a flurry of shareholder derivative actions.7 In response to a shareholder litigation demand, the company appointed a special committee of independent directors to consider whether to bring suit against the Board. That committee ultimately recommended that it was not in HP's best interests to pursue litigation.

On August 17, 2010, Espinoza's California counsel, Felipe J. Arroyo, Esquire, wrote a letter to HP on his client's behalf, demanding to inspect certain HP books and records relating to Hurd's resignation under 8 Del. C. § 220. The stated purpose of Espinoza's demand was:

On September 2, 2010, HP's California counsel, Steven M. Schatz, Esquire, of Wilson Sonsini Goodrich & Rosati, responded in writing to Espinoza's Section 220 demand letter. Mr. Schatz disputed whether Espinoza had a credible basis for his claimed need to investigate HP's books and records, noting that "a number of derivative actions have already been filed" advancing similar allegations. Moreover, Mr. Schatz stated, even if Espinoza adequately stated a proper purpose, the scope of his demand was "overbroad" and sought "confidential and private information."

Despite having taken that position, HP nonetheless offered to provide (subject to a confidentiality agreement) extensive documentation relating to Hurd's departure. Those documents included Board meeting minutes, the Allred letter, expense reports, internal "conflict of interest" and expense reimbursement guidelines, and records of compensation provided to Fisher for "events, meals, and meetings with Mr. Hurd." HP refused to surrender the Covington Report, however, claiming that it was protected from disclosure under the attorney-client privilege and work product immunity doctrine.

The Court of Chancery Section 220 Litigation

Espinoza accepted HP's proffered documents. On October 21, 2010, nonetheless, he formally made a second Section 220 demand, limited to one document—the Covington Report. After HP refused to produce the Report, Espinoza filed a Section 220 action in the Court of Chancery seeking a court-ordered inspection of that document. Espinoza's complaint alleged that he was entitled to relief because the Covington Report "uniquely detail[s] . . . the bases for the possible courses the Board evaluated and why it chose not to terminate Hurd for cause," and that "[t]his information is unavailable from any other source." Espinoza further claimed that that Report "contained the scope of the investigation, the investigative activities undertaken, findings of possible violations, and potential disciplinary options for HP."

HP defended on the basis that the Covington Report was privileged and immune from disclosure, and that Espinoza had failed to make the requisite showing to override those protections. In reply, Espinoza argued that under the Garner v. Wolfinbarger8 analysis outlined by the Court of Chancery in Grimes v. DSC Communications,9 a claim of attorney-client privilege would not preclude a Section 220 inspection of the Covington Report. Moreover, Espinoza claimed, his need for the Covington Report was sufficient to override a claim of work product immunity, as codified in Court of Chancery Rule 26(b)(3) and Delaware case law.

In a March 25, 2011 oral ruling, the Court of Chancery denied Espinoza's claim for relief, holding that Espinoza had not met his burden of demonstrating the requisite need to override either the attorney-client privilege or work product immunity. The Vice Chancellor held that the Garner factors did not favor Espinoza because he had not shown the Covington Report was "necessary" to his investigation. Moreover, Espinoza had not shown a "substantial" or "compelling" need for the Report, as required under applicable work product case law.10 The Vice Chancellor stated: "[b]ecause I find that the interim report is protected by the attorney-client privilege and work product doctrine, it's not necessary for me to reach the [statutory] issue of whether it also would be necessary and essential to the plaintiff's stated purpose." The court stated that:

On that basis, the Court of Chancery granted judgment in favor of HP. Espinoza appeals from that judgment.

ANALYSIS

Espinoza claims on appeal that the Court of Chancery erred as a matter of law in denying him inspection of the Covington Report. Although Espinoza does not dispute the applicability of the Garner-based analysis to his Section 220 demand, he challenges the conclusion the Court of Chancery drew from that analysis: that he failed to make the showing required to override the protections of the attorney-client privilege and the work product immunity doctrine.

The crux of Espinoza's Section 220 claim is that the Covington Report "represents the central and only available evidence that shows what information the Board relied on in deciding not to terminate Hurd for `cause.'" Therefore, it is "necessary to understand and evaluate the Board's deliberative process." Espinoza claims that the Covington Report is needed to provide necessary context to understand the information he already has, and that the Report contains details (relating to additional misconduct) not provided to him by HP. Therefore, Espinoza concludes, HP's claims of attorney-client privilege and work product immunity cannot trump his statutory inspection rights under Section 220.

This Court reviews a trial court's application of the attorney-client privilege and work product immunity doctrine de novo,11 insofar as they involve questions of law.12 And, we review a trial court's determination of the scope of relief available in a Section 220 books and records action for abuse of discretion.13

It is uncontested that, as a matter of law, Espinoza has stated a proper shareholder purpose under Section 220—to investigate possible wrongdoing. Nor is it contested that he has made the required factual showing of a credible basis to infer possible mismanagement.14 To say it differently, Espinoza's entitlement to inspection relief is not at issue. But, that does not end the inquiry, because what remains in dispute is the scope of the relief to which Espinoza is entitled—specifically, whether he has established a right to inspect the Covington Report. The law applicable to that issue is well established. A shareholder who has discharged his burden of showing his entitlement to a Section 220 inspection must also satisfy an additional burden—to show that the specific books and records he seeks to inspect are "essential to [the] accomplishment of the stockholder's articulated purpose for the inspection."15

A document is "essential" for Section 220 purposes if, at a minimum, it addresses the crux of the shareholder's purpose,16 and if the essential information the document contains is unavailable from another source.17 Whether or not a particular document is essential to a given inspection purpose is fact specific and will necessarily depend on the context in which the shareholder's inspection demand arises. In making that "scope of relief" determination, our courts must circumscribe orders granting inspection "with rifled precision."18

Espinoza's specific investigatory purpose is to "investigate why the Board paid tens of millions of dollars rather than dismiss [Hurd] for `cause.'" Espinoza bears the burden of proving that the information contained in the Covington Report is essential to that purpose, taking into account the books and records HP has previously furnished.19

Espinoza's essentiality argument runs as follows: based on the "sanitized" Board minutes he has already been furnished, the Covington Report either contains a discussion of "potential disciplinary options" or "served as the basis for the Board's discussion of potential disciplinary options." In addition, the Covington Report would pinpoint which of Fisher's harassment allegations the Board was able to confirm, and which of Hurd's expense reports and compensation records were falsified.

We conclude that Espinoza has not met his burden of showing the "essentiality" of the Covington Report, for three reasons. First, the Report itself does not discuss the "for cause" issue. Second, Espinoza has not shown, by a preponderance of the evidence, that the Covington Report was "central" to the Board's decision to enter into the separation agreement, rather than terminate Hurd for cause. Third, HP has already disclosed the information contained in the Covington Report that is essential to Espinoza's Section 220 stated purpose.

1. The Covington Report Does Not Discuss The "For Cause" Issue

If the Covington Report discussed the "for cause" termination issue, then Espinoza's claim would stand on a significantly different footing. But, as HP represented to both the Court of Chancery and this Court, the Covington Report contains no discussion or analysis of the "for cause" issue. No reason is shown to conclude otherwise.20

2. Inadequate Showing That The Covington Report Was "Central" To The "For Cause" Decision

Espinoza next claims that the Covington Report played a "central" role in the Board's decision making process on the "for cause" issue. The record does not support that claim. It is conceivable that the Board consulted the Covington Report when it deliberated whether or not to terminate Hurd "for cause." Even if that were so, it is undisputed that the Report was not prepared for the purpose of the Board considering the "for cause" issue. Nor does it otherwise appear from the record what role, if any, the Report actually played in the Board's termination decision.

As the Court of Chancery observed, "[t]here were a number of other meetings of the HP board in the time period from July 28th up through August 6th or so, but there was no further report from Covington. And it's not clear that Covington was even involved in the later meetings." On the question of what impact the Covington Report played, the contrast between Grimes and this case is highly instructive. In Grimes, the report at issue played a potentially decisive role regarding the subject matter of that Section 220 action. That report contained the analysis and recommendation that specifically informed the board decision under investigation. In this case, the opposite is true. Here, there is no evidence that the Covington Report played any, let alone a "central," role in the Board's process in reaching the decision at issue here.

3. HP Disclosed The Essential Aspects Of The Covington Report

Finally, HP has previously furnished Espinoza with considerable documentation of the circumstances of Hurd's departure. Espinoza was informed of the precise details of Fisher's claims in Ms. Allred's letter to Hurd. Espinoza was also furnished records documenting much, if not all, of the misconduct that the Board's investigation uncovered and that the Covington Report chronicled. Those records also documented the internal investigation process (specifically, board minutes describing what materials were considered and when meetings took place). Espinoza was informed of the Covington Report's critical findings—namely, that Hurd violated HP's business conduct rules, but not its sexual harassment policy—and the Board's decision on "disciplinary options"—that Hurd resign from the company without being terminated "for cause."21 These are the aspects of the Covington Report that address Espinoza's Section 220 purpose (to investigate the Board's "for cause" decision). None have been withheld from Espinoza.

HP has also provided some explanation of why the Board did not fire Hurd "for cause." As HP has described to this Court, the agreed upon terms of Hurd's "Separation Agreement and Release" were the result of a negotiation, with specific benefits received by HP "[i]n exchange."22 Espinoza has made no showing that the undisclosed details contained in the Covington Report address the Board's negotiating position in arriving at that Agreement.

Because Espinoza has not shown that the Covington Report was essential to accomplishing his inspection purpose, the Court of Chancery acted well within its discretion in denying Section 220 relief. Having so concluded, we do not reach or address the separate question of whether inspection of the Report is precluded under the attorney-client privilege or the work product immunity doctrine. The "essentiality" inquiry should logically precede any privilege or work product inquiry, because the former inquiry is dispositive of a predicate question—the scope of inspection relief to which a plaintiff is entitled under Section 220.23

CONCLUSION

For the above reasons, the judgment of the Court of Chancery is affirmed.