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Beneficial Owner Has No Right To Inspect Delaware Corporation's Books Under California Law

Corporations Code Section 1601(a) unambiguously bestows on shareholders the right to inspect the accounting books, records, and minutes of proceedings of the shareholders and the board and committees of the board of any foreign corporation keeping any records in California  or having its principal executive office in California. 

When a stockholder of Gilead Sciences, Inc., a Delaware corporation, filed a petition for writ of mandate  under Section 1601, the trial court rejected the petition, ruling:

Under Gilead’s Certificate of Incorporation, claims falling within the internal affairs doctrine are subject to the "sole and exclusive forum’"of Delaware. . . .  Petitioner’s request for inspection and the present Petition for Writ of Mandate, fall within the internal affairs doctrine. . . .  The sole forum for this petition is Delaware.

On appeal, the Court of Appeal sidestepped the question of whether the internal affairs doctrine governed a shareholder's inspection rights under Section 1601.  Instead, it found that the petitioner lacked standing because he was not a "shareholder", as defined in Section 185 of the California Corporations Code (i.e., a "one who is a holder of record of shares").  Ramirez v. Gilead Sciences, Inc., 2021 Cal. App. LEXIS 558.  

For more on the question of whether inspection rights are an "internal affair", see  Professor Bainbridge Asks "Are shareholder inspection rights subject to the internal affairs doctrine?

La Fête Nationale

“Liberty, equality, fraternity, or death; - the last, much the easiest to bestow" - Charles Dickens, A Tale of Two Cities.

© 2010-2021 Allen Matkins Leck Gamble Mallory & Natsis LLP National Law Review, Volume XI, Number 195
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About this Author

Keith Paul Bishop, Corporate Transactions Lawyer, finance securities attorney, Allen Matkins Law Firm
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Keith Bishop works with privately held and publicly traded companies on federal and state corporate and securities transactions, compliance, and governance matters. He is highly-regarded for his in-depth knowledge of the distinctive corporate and regulatory requirements faced by corporations in the state of California.

While many law firms have a great deal of expertise in federal or Delaware corporate law, Keith’s specific focus on California corporate and securities law is uncommon. A former California state regulator of securities and financial institutions, Keith has decades of...

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