Parsons v. Jefferson-Pilot Corp.

426 S.E.2d 685 (1993)

Facts

Parsons (P) owned 300,000 shares of Jefferson-Pilot (D) and requested permission to inspect and copy designated corporate records that would enable her to communicate with D's shareholders. D refused full access on the grounds that D claimed it did not keep such records and that she would not be allowed to look at accounting records to determine if any possible mismanagement or misappropriation had occurred. P narrowed her accounting request to records dealing with executive compensation and D still refused to comply. P filed a motion for a preliminary injunction. D moved for a summary judgment and sanctions under North Carolina's Rule 11. The judge denied the Rule 11 motion and ordered inspection of the accounting records but not the beneficial stockowner records as D did not have any. Both parties appealed. The Court of appeals affirmed in part the decision but remanded for a further determination to determine if the accounting records requested were proper and within the scope of the described purpose. It also concluded that P had no right to inspect the records as stated in 55-16-02(b) as D was a public corporation.