Case Notes in Books and Records

Author

Select Year

First published: May 2026

TAKEAWAY This case is a useful reminder that shareholders' rights to inspect books and records are broad, and courts have consistently enforced them. The bar for a "valid purpose" is not high — organizing a special shareholder meeting and communicating with fellow shareholders about corporate matters clears it. Boards that refuse these requests, or try to work around them by offering to relay information on a shareholder's behalf, are unlikely to prevail in court. The one win for the co-op here was the denial of the engineering and construction records, because Levy couldn't connect those documents to his stated purpose of calling a special meeting. That illustrates an important principle: a shareholder's request must be tied to a purpose reasonably related to their interest as a shareholder, and courts will trim requests that overreach. Before fighting a books-and-records demand, boards should carefully assess whether the request is well-founded. Unless a request overreaches, fails to supply a valid purpose, or raises some comparable deficiency, courts have routinely granted them — making litigation an expensive and uncertain path for the board.

Read full article

First published: Jul 2023

Was It Unbilled or Under Billed

Just because they say it, doesn’t make it true. Although an agency’s interpretation of its own regulations is generally to be accorded deference, an agency is not freed from the obligation to read its regulations reasonably and rationally. When an agency makes an arbitrary and capricious determination which misapplies its own rules and regulations to its own conduct, the court can and will reverse such determinations.

Read full article

Case Notes in

Books and Records

Category

Author

Select Year

First published: May 2026

First published: Jul 2023