Stockholder’s Demand for Books and Records

Nice discussion of a shareholder’s rights to review a corporation’s books and records, by K&L Gates.    The article is here.  The basic rule is that a shareholder may review books and records if he has a “proper purpose.”  The article discusses the recent case of Haque v. Tesla Motors, Inc., C.A. No. 12651-VCS (Feb. 2, 2017) where the Delaware Court refused to order Tesla to turnover certain records saying :

The Court acknowledged that use of corporate records to investigate potential wrongdoing or mismanagement at a company is a proper purpose under Section 220.  However, before compelling production of records in such cases, the Plaintiff must present evidence to establish a “credible basis” from which the Court can infer that mismanagement, waste, or wrongdoing may have occurred.

The opinion is here.

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