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Improving Shareholder Monitoring of Corporate Management by Expanding Statutory Access to Information

Abstract

This article uses an empirical analysis of cases filed under the Delaware inspection statute to examine whether inspection statutes facilitate shareholder communication and information collection. This analysis shows that while shareholders almost always obtain stock lists and frequently get books and records, there are substantial delays and significant costs to them from using inspection statutes. It argues that the Delaware statute must be substantially streamlined to improve shareholders' access to information. In particular, it recommends granting automatic access to stock lists in most circumstances and greater access to the corporation's books and records provided certain conditions are satisfied. Finally, the article also examines the use of the inspection statutes as a discovery device for plaintiffs in derivative and class actions and a proposed revision of Rule 14a-7 of the 1934 Exchange Act.

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38 Ariz. L. Rev.  331 (1996)

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Authors

Randall S. Thomas (University of Iowa)

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