Opinion
May 9, 1989
Appeal from the Supreme Court, New York County (Irma Vidal Santaella, J.).
Petitioner is the owner of 178,000 shares in the respondent corporation. He seeks in this proceeding to compel the respondent to disclose certain shareholder records for use in soliciting proxies in connection with an election of respondent's board of directors scheduled for May 25, 1989. Although the respondent did not oppose the petition, the order eventually entered granting the petition, which respondent would have us affirm in its entirety, inappropriately limits petitioner's access to the records sought. Business Corporation Law § 624, pursuant to which petitioner seeks to examine respondent's "record of shareholders", is to be liberally construed so as to facilitate communication among shareholders on issues respecting corporate affairs (Matter of S. S. Realty Corp. v Kleer-Vu Indus., 53 A.D.2d 552). The statute seeks, to the extent possible, to place shareholders on an equal footing with management in obtaining access to shareholders. (See, Matter of Murchison v Alleghany Corp., 27 Misc.2d 290, affd 12 A.D.2d 753.) An affirmance of the order under review would leave respondent's management with exclusive access to materials necessary to expeditiously locate and communicate with respondent's shareholders in the upcoming proxy battle. We do not think that such an advantage is required by the statute's language or comports with its purpose and, therefore, modify to the extent indicated.
Concur — Murphy, P.J., Milonas, Kassal, Wallach and Rubin, JJ.