Parsons v. Jefferson-Pilot Corp., 426 S.E.2d 685 (N.C. 1993)

Facts

Parsons was a shareholder of Jefferson-Pilot and sent a letter requesting that she be allowed to inspect and copy records so she may communicate with other shareholders.  Jefferson-Pilot refused to provide a list of beneficial owners of its stock, stating it did not have that information.  Parsons also sought accounting records, which were denied.

Procedural History

The Court of Appeals found that MBCA § 16.02(b) abrogated a shareholder’s common law right to inspect the accounting records of a public corporation.

Issue(s)

Did the Court of Appeals err in finding the common law right to inspect accounting records abrogated by MBCA § 16.02(b)?  Did Court of Appeals err in failing to compel production of the beneficial owners list?

Holding(s)

Yes;  No.

Reasoning/Analysis

The Court found that MBCA § 16.02(e)(2) preserves a shareholder’s common law right in inspection, including accounting records.  As to the beneficial owners list, shareholders are entitled to the information concerning identity of the shareholders which is possessed by the corporation.  A shareholder is not granted the right to require a corporation to obtain beneficial owners lists or the information necessary to compile the lists.

Judgment/Outcome

The Court affirmed in part, reversed in part, and remanded.