Case Notes by Moshe C. Bobker, Partner, Tane Waterman & Wurtzel

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First published: May 2026

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.

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Case Notes by

Moshe C. Bobker, Partner, Tane Waterman & Wurtzel

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First published: May 2026