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Shareholder Access To Corporate Books And Records: The Abrogation Debate, N. Browning Jeffries

Neva B Jeffries

This article discusses the analytical and practical problems presented when shareholders who do not meet the state statutory requirements for access to corporate books and records instead request access to such documents under common law theories. In a majority of jurisdictions, courts will grant access pursuant to a common law right even when the statutory requirements are not met. In other words, a majority of jurisdictions reject the notion that state statutory schemes prescribing shareholder inspection rights, comprehensive though they may be, abrogate common law inspection rights.

In this article, I demonstrate that the rationales asserted by the majority of …