Friday, November 22, 2013

Parsons v. Jefferson-Pilot Corp. case brief

Parsons v. Jefferson-Pilot Corp. case brief summary
426 S.E.2d 685 (1993)


CASE SYNOPSIS
Plaintiff appealed an order from the Superior Court, Guilford County (North Carolina), in which the court held that the North Carolina Business Corporation Act, N.C. Gen. Stat. § 55-16-02(e)(2), abrogated plaintiff's common law right to inspect defendant's accounting records.

CASE FACTS
Plaintiff moved for a preliminary injunction seeking to compel defendant corporation to allow inspection of defendant's accounting records and records of non-objecting beneficial owners (NOBO). The lower court entered judgment, holding that plaintiff was entitled to inspect all records except the NOBO list. Plaintiff and defendant appealed.

DISCUSSION

  • The supreme court affirmed in part, and reversed in part. 
  • The supreme court held that plaintiff had a common law right to inspect certain records because the North Carolina Business Corporation Act, N.C. Gen. Stat. § 55-16-02(e)(2), preserved plaintiff's common law right to make reasonable inspections of the accounting records of a public corporation for proper purposes. 
  • The court held, however, that plaintiff was not granted a right under N.C. Gen. Stat. § 55-16-02(b)(3) to require defendant corporation to obtain NOBO lists or the information necessary to compile NOBO lists when the corporation did not possess or use the information.
CONCLUSION
Judgment reversed in part because plaintiff had both a common law and statutory right to inspect the accounting records of defendant; judgment affirmed in part because plaintiff did not have a right to require defendant to prepare a list of non-objecting beneficial owners.


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