First published: May 2026

The Portal Workaround Didn’t Work

By: Moshe C. Bobker, Partner, Tane Waterman & Wurtzel

TAKEAWAY This case is a useful reminder that shareholders' rights to inspect books and records are broad, and courts have consistently enforced them. The bar for a "valid purpose" is not high — organizing a special shareholder meeting and communicating with fellow shareholders about corporate matters clears it. Boards that refuse these requests, or try to work around them by offering to relay information on a shareholder's behalf, are unlikely to prevail in court. The one win for the co-op here was the denial of the engineering and construction records, because Levy couldn't connect those documents to his stated purpose of calling a special meeting. That illustrates an important principle: a shareholder's request must be tied to a purpose reasonably related to their interest as a shareholder, and courts will trim requests that overreach. Before fighting a books-and-records demand, boards should carefully assess whether the request is well-founded. Unless a request overreaches, fails to supply a valid purpose, or raises some comparable deficiency, courts have routinely granted them — making litigation an expensive and uncertain path for the board.

MICHAEL LEVY V. 285 PROSPECT OWNERS CORP

WHAT HAPPENED Michael Levy, a shareholder at 285 Prospect Place, a 23-unit co-op in Brooklyn, wanted to organize fellow shareholders to call a special meeting. He claimed the board had failed to address building-wide repair issues, including within his apartment, and his goal for the special meeting was to garner support to amend the co-op's certificate of incorporation to include cumulative voting at board elections. This type of voting allocates to each shareholder a number of votes equal to their shares multiplied by the number of open board seats. At election time, then, a shareholder can allocate those votes for as many, or few, candidates as they like. To call the special meeting he needed the contact information of his neighbors. In October 2025, he sent the co-op a formal demand letter under BCL §624, along with the required affidavit explaining his purposes. He asked for the full shareholder register — names, apartment numbers, mailing addresses, email addresses, share certificate numbers, and dates of ownership. He also requested board meeting minutes, balance sheets, and income statements going back to September 2023, saying he wanted to understand the rationale behind major board decisions and verify that proper procedures had been followed. Finally, he asked for contracts and invoices with engineers, and construction contracts, quotes, and invoices for work done from May 2023 through August 2025, to support potential litigation over the board's alleged failure to make repairs required under the proprietary lease.

The board refused to let Levy copy any records, instead offering to send a letter to all shareholders, on his behalf, through the management company’s online portal. Levy was not satisfied with that and filed a special proceeding in court — on his own, without a lawyer — to compel compliance and to recover his filing fees and costs.

IN COURT Levy argued the well-established right under BCL §624, for shareholders to inspect and copy corporate records, including names and contact information of shareholders. The co-op didn't dispute that right in principle, but raised several objections: calling a special meeting to push for cumulative voting wasn't a legitimate purpose; the request was moot because Levy had accepted management's offer to forward his letter to shareholders; and handing over private contact information raised privacy concerns. The court rejected the co-op’s objections, and ruled for Levy on all three points.

The court ordered the co-op to give Levy access to inspect and copy the shareholder register (including email addresses) and the board minutes, balance sheets, and income statements from September 2023. It denied his request for the engineering and construction contracts, quotes, and invoices, finding those documents weren't relevant to his stated goal of organizing a special meeting. His request for filing fees and costs was also denied.

COUNSEL for Michael Levy: MICHAEL LEVY; for 285 Prospect Owners Corp.: ELYSE SUZANNE SCHINDEL, MARIAN J. STRAUSS, London Fischer; Justice Norma Jennings