Can The California Attorney General Enforce The Inspection Rights Of Stockholders And Directors Of Delaware Corporations?

Allen Matkins
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Allen Matkins

The California General Corporation Law expectedly grants inspection rights to shareholders and directors of California corporations.  Unexpectedly (at least to practitioners outside California), the GCL extends those rights to foreign corporations.  Corporations Code Section 1601, which governs the right to inspect accounting books, records and minutes of board and shareholder meetings, applies to foreign corporations:

  • keeping any records in California;
  • having its principal office in California; or
  • subject to Corporations Code Section 2115.

Section 1602, which grants directors an "absolute" right to inspect, applies to foreign corporations:

  • having its principal office in California;
  • customarily holding board meetings in California; or
  • subject to Corporations Code Section 2115.

The California Attorney General, moreover, has the authority to enforce these statutes in the name of the People of California.  Section 1508 provides that the Attorney General may "institute, maintain or intervene in such actions or proceedings of any type in any court or tribunal of competent jurisdiction or before any administrative agency for such relief by way of injunction, the dissolution of entities, the appointment of receivers or any other temporary, preliminary, provisional or final remedies as may be appropriate to protect the rights of shareholders or to undo the consequences of failure to comply with such requirements."  

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DISCLAIMER: Because of the generality of this update, the information provided herein may not be applicable in all situations and should not be acted upon without specific legal advice based on particular situations.

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