Sunday, November 24, 2013

Sadler v. NCR Corporation case brief

Sadler v. NCR Corporation case brief summary
928 F.2d 48 (2d Cir. 1991)

Defendant sought review of an order of the District Court for the Southern District of New York compelling it to produce a stockholder list and compile a list of non-objecting beneficial owners pursuant to New York law.

Plaintiffs, New York residents, sued under New York law to compel defendant foreign corporation, which did business in New York, to provide a list of record stockholders and to compile and produce a list of non-objecting beneficial owners (NOBO). Defendant's state of incorporation, Maryland, did not allow plaintiffs to obtain the lists.

  • The court held that N.Y. Bus. Corp. Law § 1315 authorized production of the shareholder and NOBO lists. 
  • Plaintiffs were qualified persons under the statute to obtain the lists, even though they named another as their agent for purposes of inspecting the records. 
  • N.Y. Bus. Corp. Law § 1315 also compelled defendant to compile and produce a NOBO list when one was requested by plaintiffs. 
  • N.Y. Bus. Corp. Law § 1315 did not violate the Commerce Clause, U.S. Const. art.I, § 8, cl. 3
  • There was no direct conflict or inconsistency between New York and Maryland law.
The order compelling defendant to produce stockholder and NOBO lists was affirmed because New York law did not violate the commerce clause and plaintiffs properly requested the lists under New York law.

Recommended Supplements for Corporations and Business Associations Law

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