291 Minn. 322
SYNOPSIS: Appeal from Hennepin County District Court (Minnesota), which denied petitioner's writ of mandamus to compel respondent to turn over its shareholder ledgers and corporate records so petitioner could inspect them.
FACTS:
-Petitioner appealed trial court's decision denying petitioner's writ of mandamus to compel respondent to produce its shareholder ledgers and all corporate records.
-Petitioner was opposed to respondent's participation in Vietnam war effort and eventually bought one share of respondent's stock for purpose of voicing his concerns to respondent's shareholders.
-Petitioner sought shareholder ledgers in order to find the identity of shareholders so he could speak to them about respondent's participation in the war.
HOLDING:
-Court affirmed and held respondent's purpose was improper to obtain an inspection of respondent's records.
ANALYSIS:
-Law required petitioner to have proper purpose in seeking inspection of corporate records.
-Mere desire to communicate with other shareholders was not proper because it gave an almost absolute right to compel inspection.
-Furthermore, petitioner's status as a stockholder was shaky.
-He had only one definitive share, purchased for the purpose of the present suit.
RULES:
-Proper purposes for inspection of records include determining the financial condition of the corporation, ascertaining the value of the petitioner’s shares, and to obtain a mailing list for the solicitation of proxies from shareholders.
OUTCOME: Court affirmed lower court's decision, finding petitioner's writ of mandamus was properly denied because petitioner's desire to communicate his displeasure with respondent's participation in Vietnam to respondent's shareholders was not a proper purpose for seeking inspection of respondent's records.
---
Interested in learning how to get the top grades in your law school classes? Want to learn how to study smarter than your competition? Interested in transferring to a high ranked school?
RULES:
-Proper purposes for inspection of records include determining the financial condition of the corporation, ascertaining the value of the petitioner’s shares, and to obtain a mailing list for the solicitation of proxies from shareholders.
OUTCOME: Court affirmed lower court's decision, finding petitioner's writ of mandamus was properly denied because petitioner's desire to communicate his displeasure with respondent's participation in Vietnam to respondent's shareholders was not a proper purpose for seeking inspection of respondent's records.
---
Interested in learning how to get the top grades in your law school classes? Want to learn how to study smarter than your competition? Interested in transferring to a high ranked school?
No comments:
Post a Comment