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Keywords

statuteappealcorporationrespondent
corporationrespondent

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Bohrer v. International Banknote Co., 150 A.D.2d 196, 540 N.Y.S.2d 445

Facts

The petitioner is the owner of 178,000 shares in the respondent corporation and sought to compel the corporation to disclose certain shareholder records for use in soliciting proxies for an election of the board of directors scheduled for May 25, 1989. Although the respondent did not oppose the petition, the order that was entered limited the petitioner's access to the records sought, which prompted the appeal.

The petitioner is the owner of 178,000 shares in the respondent corporation and sought to compel the corporation to disclose certain shareholder records for use in soliciting proxies for an election of the board of directors scheduled for May 25, 1989.

Issue

Whether the shareholder is entitled to access to the names and addresses of shareholders whose identities are ascertainable only through records maintained by certain nominees.

Whether the shareholder is entitled to access to the names and addresses of shareholders whose identities are ascertainable only through records maintained by certain nominees.

Rule

Business Corporation Law § 624 is to be liberally construed to facilitate communication among shareholders regarding corporate affairs, ensuring that shareholders have equal access to necessary materials.

Business Corporation Law § 624 is to be liberally construed to facilitate communication among shareholders regarding corporate affairs, ensuring that shareholders have equal access to necessary materials.

Analysis

The court found that the initial order limited the petitioner's access to shareholder records inappropriately, as it would leave the corporation's management with exclusive access to materials necessary for communication with shareholders. This was contrary to the purpose of the statute, which aims to provide shareholders with equal footing in accessing information.

The court found that the initial order limited the petitioner's access to shareholder records inappropriately, as it would leave the corporation's management with exclusive access to materials necessary for communication with shareholders.

Conclusion

The court modified the order to grant the petitioner immediate access to various shareholder records and affirmed the order as modified, ensuring that the petitioner could effectively communicate with all shareholders.

The court modified the order to grant the petitioner immediate access to various shareholder records and affirmed the order as modified.

Who won?

The petitioner prevailed in the case as the court modified the order to grant him access to the necessary shareholder records, emphasizing the importance of equal access to information for shareholders.

The petitioner prevailed in the case as the court modified the order to grant him access to the necessary shareholder records.

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