Bill Text: CA AB2238 | 2013-2014 | Regular Session | Introduced

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Bill Title: Shareholder: rights of inspection.

Spectrum: Partisan Bill (Democrat 1-0)

Status: (Introduced - Dead) 2014-02-24 - Read first time. [AB2238 Detail]

Download: California-2013-AB2238-Introduced.html

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BILL NUMBER: AB 2238	INTRODUCED
	BILL TEXT


INTRODUCED BY   Assembly Member Allen

                        FEBRUARY 21, 2014

   An act to amend Section 1600 of the Corporations Code, relating to
corporations.


	LEGISLATIVE COUNSEL'S DIGEST


   AB 2238, as introduced, Allen. Shareholder: rights of inspection.
   Existing law, the General Corporation Law, provides for the
regulation of corporations. Existing law, among other things,
requires the record of shareholders to be open to inspection and
copying by any shareholder or holder of a voting trust certificate at
any time during usual business hours upon written demand on the
corporation for a specified purpose.
   This bill would make a nonsubstantive change to that provision.
   Vote: majority. Appropriation: no. Fiscal committee: no.
State-mandated local program: no.


THE PEOPLE OF THE STATE OF CALIFORNIA DO ENACT AS FOLLOWS:

  SECTION 1.  Section 1600 of the Corporations Code is amended to
read:
   1600.  (a) A shareholder or shareholders holding at least 5
percent in the aggregate of the outstanding voting shares of a
corporation or who hold at least 1 percent of those voting shares and
have filed a Schedule 14A with the United States Securities and
Exchange Commission (or in case the corporation is a bank the
deposits of which are insured in accordance with the Federal Deposit
Insurance Act, have filed a Form F-6 with the appropriate federal
bank regulatory agency) shall have an absolute right to do either or
both of the following:  (1) inspect and 
    (1)     Inspect and  copy the record
of shareholders' names and addresses and shareholdings during usual
business hours upon five business days' prior written demand upon the
 corporation, or (2) obtain from   corporation.

    (2)     Obtain from  the transfer
agent for the corporation, upon written demand and upon the tender of
its usual charges for such a list (the amount of which charges shall
be stated to the shareholder by the transfer agent upon request), a
list of the shareholders' names and addresses, who are entitled to
vote for the election of directors, and their shareholdings, as of
the most recent record date for which it has been compiled or as of a
date specified by the shareholder subsequent to the date of demand.
The list shall be made available on or before the later of five
business days after the demand is received or the date specified
therein as the date as of which the list is to be compiled. A
corporation shall have the responsibility to cause its transfer agent
to comply with this subdivision.
   (b) Any delay by the corporation or the transfer agent in
complying with a demand under subdivision (a) beyond the time limits
specified therein shall give the shareholder or shareholders properly
making the demand a right to obtain from the superior court, upon
the filing of a verified complaint in the proper county and after a
hearing, notice of which shall be given to  such
 those  persons and in  such   a 
manner as the court may direct, an order postponing any shareholders'
meeting previously noticed for a period equal to the period of
 such   this  delay.  Such
  This  right shall be in addition to any other
legal or equitable remedies to which the shareholder may be entitled.

   (c) The record of shareholders shall also be open to inspection
and copying by any shareholder or holder of a voting trust
certificate at any time during usual business hours upon written
demand on the corporation, for a purpose reasonably related to
 such   that  holder's interests as a
shareholder or holder of a voting trust certificate.
   (d) Any inspection and copying under this section may be made in
person or by agent or attorney. The rights provided in this section
may not be limited by the articles or bylaws. This section applies to
any domestic corporation and to any foreign corporation having its
principal executive office in this state or customarily holding
meetings of its board in this state.