Corporations Keyed to Klein
Sadler v. NCR Corp
Facts
Plaintiffs were a couple, William and Barbara Sadler, who worked with another Plaintiff, American Telephone & Telegraph (AT&T), to receive Defendant’s corporate records regarding shareholder identity. Plaintiffs also requested a NOBO list. AT&T worked with the Sadlers because the Sadlers were shareholders that satisfied all of the requirements of section 1315(a) of the New York Business Corporation Law that allow a request of the information, namely that it had to be from someone who held Defendant stock for longer than six months. AT&T agreed to indemnify the Sadlers for any costs incurred in the request, and in return AT&T effectively controlled the entire request. Defendant argued that the arrangement with AT&T made the Sadlers ineligible to request the information, and that the requirement of a Maryland corporation to abide by a New York statute violates the Commerce Clause of the United States Constitution.
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