Qingdao Case: Zhang Zhiyuan v. Kron shareholder inspection

Reference Case: Qingdao Kron Chemical Co., Ltd. v. Zhang Zhiyuan

When a company resists inspection on the ground that the shareholder or an affiliate runs a similar business, it must prove a substantial competitive relationship and a real risk of harm to the company. Failing that, the shareholder may inspect not only the charter, meeting records, and financial reports, but also accounting books and underlying vouchers, with professional assistance under confidentiality obligations while the shareholder is present.

Holding

When a company resists inspection on the ground that the shareholder or an affiliate runs a similar business, it must prove a substantial competitive relationship and a real risk of harm to the company. Failing that, the shareholder may inspect not only the charter, meeting records, and financial reports, but also accounting books and underlying vouchers, with professional assistance under confidentiality obligations while the shareholder is present.

Issues

improper-purpose defensesubstantial competitive relationshipinspection assisted by certified accountants