Some Guidance From Delaware On Seeking Corporate Books and Records in Connecticut

If you own shares of a corporation or an interest in a limited liability company, there are two basic sources in Connecticut concerning your rights to have access to company books and records.  The first source may be found in any agreements that concern governance of the company such as the by-laws of a corporation or the operating of a limited liability company.  The second source may be found in Connecticut's General Statutes (limited liability company records; business corporation records). 

The statutes permit an owner to make written demand for access to company books and records and to bring a lawsuit in court if the demand is refused.  Although the process seems straight foward enough, many times it is not.  Management may deny the request and claim the request is overly broad, not sufficiently detailed under the statute,  or sought for an improper purpose.  In Connecticut, the results of "books and records" cases are not consistent and a proper demand for books and records in not always clear. If the demand is not proper, a court will not grant the request.

As in many instances when matters are not clear in Connecticut, Delaware law is always a good resource.  Here is an informative article by Jeff Mordock of the Delaware Business Court Insider (you have to subscribe for free to get the full article) that discusses some of the details in drafting a proper, or more likely to be enforced, books and records demand.   

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