Sadler v. Ncr Corp.

928 F.2d 48 (2d Cir. 1991)

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Nature of the Case

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Facts

AT&T was in the process of buying out D. AT&T solicited proxies to remove D's directors and replace them with directors that would approve of the takeover. In essence, AT&T is attempting a hostile takeover of the D. AT&T arranged for P, who was a qualified shareholder in all respects, to inspect the shareholder list. Sadler (P), a shareholder, tried to obtain a shareholder list from NCR (D) but D refused to hand over the list. This is another case involving the shareholder right of inspection. In this case, the shareholder had an economic interest in obtaining the list and management was reluctant to hand it over because the list would harm them directly. Also, P sought to compel a list of 'Non-Objecting Beneficial Owners' (the NOBO list). D refused to produce this as well.