Crane Co. v. Anaconda Co

Facts

Respondent announced a plan to purchase up to five million shares of Appellant by exchanging $100 million in subordinated debentures. Appellant managers did not approve of the exchange. A consent order was issued as a result of litigation between the parties that limited Respondent to 5 million shares. Respondent requested a list of shareholders from Appellant before they owned any shares and again after they owned over 2 million shares. Both times Appellant refused. Respondent’s second request was accompanied by an affidavit that it wanted to inspect its stock book only for the benefit of Appellant shareholders. Appellant offered to include the Respondent prospectus in a mailing to shareholders. Respondent, who now owned 11% of Respondent stock, petitioned to inspect Respondent stockholder information, claiming that their request conformed to Section 1315 of the Business Corporation Law because the inspection was for no other business than for the business of Appellant . Appellant argued that the inspection would have to be for the proper purpose from the perspective of the company and not the shareholder.