Henshaw v. American Cement Corporation

How courts have described this case

Verbatim parenthetical descriptions written by other courts when citing this decision. Ranked by citation-network relevance.

• holding that because any suit by a stockholder would be procedurally barred, he lacked a proper purpose for inspecting corporate books and records
• observing that a director’s right to inspect books and records “is correlative with his duty to protect and preserve the corporation”
• prohibiting a director (Henshaw) from conducting an inspection using (i) a law firm that represented another director (Caldwell) in a lawsuit against the corporation and (ii) Caldwell’s administrative assistant
• while a director, in examining corporate materials, is entitled to the assistance of agents of his own choosing, such agents “should not have any interest adverse to the corporation”
• “Unquestionably a director is entitled to assistance in his examination of corporate records.”
• same; noting that a remedy for breach of fiduciary duty would exist if the director seeking inspection were to ―abuse his position as director [by making] information available to persons hostile to the corporation or otherwise not entitled to it‖

Source: CourtListener parenthetical corpus (CC0).