Under the NJ Business Corporation Act (N>J>S.a. 14A:5-28(4)), a shareholder can see the corporation’s board and/or executive committe minutes so long as the shareholder has a proper purpose to inspect them. However, the review of the minutes is limited to the portions relevant to the shareholder purpose. This permissible review of minutes is not the same as a discovery request in litigation. In fact, the shareholder cannot merely claim mismangement as the proper purpose, but must have a specific, supported and credible allegation of mismanagement in order to exercise the right to review minutes. In other words, the review cannot be a “shopping trip” to see if anything can be found. See Cain v Merck & Co, Inc., App. Div., #12-2-9095 decided 8/10.
Gabrielle L. Strich, Esq.
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