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Outline

Access to information 

  • Types of records 
    • Annual reports  
    • Financial statements 
    • Minutes of board, shareholder meetings 
    •  Shareholders’ list (record or NOBO)
  •  Basis for obtaining 
    • Burden of proof 
    • Adequate purpose 
    •  Good faith

Daily Thoughts

  • Don't sweat the petty things and don't pet the sweaty things.
  • One tequila, two tequila, three tequila, floor.
  • Atheism is a non-prophet organization.
  • If man evolved from monkeys and apes, why do we still have monkeys and apes?
  • The main reason Santa is so jolly is because he knows where all the bad girls live.
  • I went to a bookstore and asked the saleswoman,  "Where's the self-help section?" She said if she told me, it would defeat the purpose.
  • Isthere another word for synonym?
  • Isn't it a bit unnerving that doctors call what they do "practice?"
  • Where do forest rangers go to "get away from it all?"
  • What do you do when you see an endangered animal eating an endangered plant?
  • If a parsley farmer is sued, can they garnish his wages?
  • Would a fly without wings be called a walk?

Problems

Orange Inc., a software company incorporated in an MBCA jurisdiction and traded on NASDAQ, recently brought out a new product (Prodigious) that was a flop.  A shareholders’ committee (“Take a Bite out of Orange”) has formed to replace incumbent management.  The committee asks management for a list of beneficial-owner shareholders in order to attract more paying members to the committee and to consider a proxy fight at the upcoming shareholders’ meeting.  Management says that it does not have a list of beneficial owners, even though it could generate one by asking securities firms and depositaries to provide information on beneficial ownership.

Party A (Committee) Argue you are entitled to the list.

Party B (management): Argue that you need not provide the list.

Readings