Shareholders in Nevada close corporations can inspect and copy: articles of incorporation, bylaws, resolutions, minutes of shareholder meetings, resolutions adopted by the board of directors, all written communications to shareholders within the last three years (including financial statements sent to shareholders), names and business address of current directors and officers, and the most recent annual report. N.H. Rev. Stat. Ann. § 293-A:16.01, 16.02 (2010).
The inspection must take place during regular business hours at the corporation’s principal place of business. § 293-A: 16.02(a). The shareholder must give the corporation at least five business days notice in writing. § 293-A: 16.02(a). The demand to inspect must be made in good faith and must state a proper purpose. § 293-A: 16.02(c). In addition, the shareholder must specify which documents he wishes to inspect. These records must be directly related to the shareholder’s proper purpose. § 293-A: 16.02(c).
The right to inspect may not be limited by the corporation’s articles of incorporation or bylaws. § 293-A: 16.02(d).
New Hampshire shareholders may apply for judicial dissolution if the directors are “acting in a manner that is illegal or fraudulent.” § 293-A:14.30(b) (2010).
New Hampshire shareholders may also bring a direct claim (as opposed to a derivative suit) when the shareholder’s rights are directly affected. Durham v. Durham, 871 A.2d 41, 44 (N.H. 2005). Shareholders have a direct claim if “there is a special duty, such as a contractual duty between the wrongdoer and the shareholder or the shareholder suffered an injury separate and distinct from that suffered by other shareholders. Id. (quoting 12 B W. Fletcher, Fletcher Cylopedia of the Law of Private Corporations § 5911, at 421 (rev. perm. ed. 1984)).
New Hampshire courts recognize that in close corporations, determining whether an action is direct or derivative can be difficult. Id.
To have standing to bring a derivative suit, the shareholder must own shares in the corporation at the time the act complained of occurred and must “fairly and adequately represent the interests of the corporation in enforcing the right of the corporation.” § 293-A:7.41(1)-(2).
Before filing a derivative suit, the shareholder must first make a written demand upon the corporation. The corporation then has 90 days to address the demand or reject it. If the corporation rejects the demand, the shareholder may file before the expiration of the 90 day period. § 293-A:7.42(1)-(2).
The derivative suit, once filed, may only be dismissed or settled with prior court approval. § 293-A:7.44-45.
We are licensed only in Texas
In order to remain on the cutting edge of business owner rights law, Fryar Law Firm keeps abreast of legal developments in all 50 states. This 50-state survey is presented for educational purposes. However, we do not hold ourselves out as experts on the law of any jurisdiction other than Texas, and we may not practice law in any other state, with the following exceptions:
The lawsuit involves a non-Texas company but may be brought in Texas courts--example, if the client is a Texan or the company operates in Texas.
We are part of a legal team that includes local counsel. Out of state legal teams benefit from our experience when we consult. We may also act as lead counsel, if we have local co-counsel and permission of the court.
We are offering general consultation and are performing our work in Texas. We often consult with out-of-state clients on litigation strategy or assist them in organizing for litigation or settlement or in putting together a legal team. We also assist out-of-state clients in exercising their rights to corporate information.
This post represents our opinion regarding the relevant shareholder oppression and minority ownership rights law. However, not everyone agrees with us, and the law is changing quickly in this area. This page may not be up to date. Be sure to consult with qualified counsel before relying on any information of this page. See Terms and Conditions.