Commercial division update: Shareholder inspections of corporate books and records

On suspicion of corporate misconduct or mismanagement, shareholders of a corporation will often begin their investigation by seeking the books and records of the corporation to determine whether they have a valid claim.

In New York, shareholders have both statutory and common law rights to inspect their corporation’s books and records as long as they do so in good faith and for a valid purpose, which has historically been found to include “efforts to ascertain the financial condition of the corporation, to learn the propriety of dividend distribution, to calculate the value of stock, to investigate management’s conduct, and to obtain information in aid of legitimate litigation.” Matter of Tatko v. Tatko Bros. Slate, 173 A.D.2d 917, 918 (3d Dep’t 1991). The New York Business Corporation Law (BCL) provides that any shareholder of record, by written demand, may examine any minutes from shareholder proceedings or shareholder records, as well as certain financial records, that are reasonably related to that person’s interest as a shareholder. BCL Section 624(b), (e). In contrast, the common law right to inspection can extend to all corporate books and records that are relevant to an investigation or dispute.

Read the full New York Law Journal article, "Commercial division update: Shareholder inspections of corporate books and records."