The right of a stockholder to inspect a corporate books and records was originally a common law right. California, Delaware and Nevada have since codified stockholder inspection rights.
However, as summarized by the table below, these rights differ significantly amongst the three states. (This table doesn't address what may be inspected which is a subject for another post.) It should be noted that California's statute applies not only to corporations formed under its General Corporation Law but also to:
- Any foreign corporation keeping its records in California;
- Any foreign corporation having its principal executive office in California; and
- Any pseudo-foreign corporation (Section 2115).
Lest my out-of-state friends should interpose the objection that these extensions of California's inspection rights to foreign corporations violate the internal affairs doctrine, I note that a California Court of Appeal has held that Section 1600 (governing the right to inspect the shareholder records) applies to a Delaware corporation with its principal executive office in California. See Valtz v. Penta Investment Corp., 139 Cal. App. 3d 803 (1983) which I discuss in California Court of Appeal Applies California Inspection Rights to Delaware Corporation, 17 CEB California Business Law Reporter 168 (1996). Last year, a stockholder invoked Section 1601 in an attempt to inspect records of Chevron Corporation, a Delaware corporation. Bezirdjian v. O'Reilly, 183 Cal. App. 4th 316 (2010). The plaintiff was unsuccessful, not because the Chevron is a Delaware corporation, but because he failed to persuade the court that Section 1601 authorizes discovery in an ongoing lawsuit.
The table below is from the just released treatise, Bishop & Zucker On Nevada Corporations and Limited Liability Companies.
