Contact us with your California corporate & securities law questions (949) 353-6347 or Contact us here

By Adding Commas, Did The Legislature Expand Shareholder Inspection Rights?

Section 1601(a) of the California Corporations Code currently subjects to shareholder inspection the "accounting books and records and minutes of proceedings of the shareholders and the board and committees of the board".  Professor Marsh's treatise asserts:

"It is clear from this provision that the Legislature did not intend to permit a shareholder to inspect, for example, the contract files or the property files of the corporation or any files other than the accounting records."

Marsh's California Corporation Law § 15.09[B] (emphasis added). 

If you have been reading this blog recently, you will know that the legislature has amended Section 1601.  AB 2237 (Maienschein).  Among other things, the legislature added commas so that the statute will read "accounting books, records, and minutes . . .".  It is not at all clear that the legislature meant anything by this change.  For example, the analyses of the bill prepared for both the Assembly Committee on Banking and Finance and the Senate Committee on Banking and Financial Institutions each describe the existing law with the added commas.  

Admittedly, the statute before amendment is ambiguous because "accounting" could be understood either to modify both "books and records" (as Professor Marsh states) or simply "books".  The legislature's addition of two commas suggests that "accounting" modifies only "books".  However, the change is wholly divorced from the stated intent of the amendment (which was to overrule the Court of Appeal's holding in Innes v. Diablo Controls, 248 Cal.App.4th 139 (2016)).  One suspects that the insertion of new commas may only reflect someone's predilection for serial commas.

Note to readers: I am a contributor to Professor Marsh's book, but I did not write the quoted material above.

Share on:

stockholder inspection

ANY QUESTIONS REGARDING CALIFORNIA CORPORATE AND SECURITIES LAW? CONTACT US DIRECTLY

We offer expert advice with the intricacies of California law.

Our years of experience and expertise allow us to help clients navigate the business laws in California.

CONTACT US

ABOUT OUR AUTHOR

30172DBAB0084D3A8F39D7AF0A8E79BC.ashx Keith Paul Bishop
Partner at Allen Matkins
(949) 353-6328
 Contact me
Learn More About Keith

RECOGNITION
JD Supra Readers Choice Top Author 2020

NationalLawReview



nominee-badge

Get the latest news and analysis about California Corporate & Securities law. Subscribe to our newsletter today!

We respect your email privacy

CATEGORIES

see all

YOUTUBE

FACEBOOK