SHAREHOLDERS HAVE A RIGHT TO REVIEW CORPORATE RECORDS - INCLUDING FINANCIALS

By Timothy K. Cutler

 

It is not unusual for majority shareholders to be reluctant to permit the inspection of corporate records, particularly financial records, by minority shareholders. In 2004, the Massachusetts legislature enacted a new set of laws making it easier for shareholders to review and copy corporate records, including financials. Upon five business days, of written notice, a corporation must make the requested records available to a shareholder, unless the corporation determines in good faith that the disclosure of the records sought would adversely affect the corporation in its conduct of its business or, in the case of a public corporation, constitute material non-public information. 

If a corporation refuses to provide the requested documents, a shareholder may petition the Superior Court for an order directing the corporation to provide the requested documents. The Superior Court is to hear the request on an expedited basis. If the Court finds that the shareholder is entitled to review the documents, the Court can order, in addition to the ordering of the production of the requested corporate records, payment by the corporation of the shareholder's reasonable attorneys' fees and costs. 

This law significantly increases the power of minority shareholders and shareholders in publicly held companies.