Information Access: Books & Records

6/27/2025 pdw

The CEO of your competitor, Mediocre Motorcycles, owns one share of Best Bikes stock. Just before the annual meeting, he asks to see all the board's records relating to corporate strategy. He says he needs the information to cast an informed vote, but the documents would also give Mediocre Motorcycles an unfair advantage. You're troubled because your general counsel didn't laugh along with you when you explained the request. Instead, the legal department said they need time to look into it. Could you actually be required to disclose company secrets to your competitor who owns one share?

This chapter discusses the shareholders' rights to access corporation information. The rules were narrowed by statute in the first quarter of 2025, but the right for a stockholder to review books and records existed in common law predating general incorporation statutes. So it's not clear how courts will implement these statutory changes and how it might interact with the common law precedents.

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