A Historical Note on Shareholder Information Rights (with a Side Note on Delaware SB 21)

Examining An Act Relative to Incorporations for Manufacturing Purposes, 1811 N.Y. Laws 350 (Mar. 22, 1811)

From time to time while working on a law review article or book I encounter something interesting (at least to me) that ends up on the cutting room floor. Instead of trying to cram it into a long textual footnote, I like to blog about it.

For reasons I am not yet ready to announce, I have spent of lot of time this summer studying New York’s 1811 Act Relative to Incorporations for Manufacturing Purposes, which was the first general incorporation law for business corporations in the U.S. (and, hence, in the world).

Today, shareholder rights to inspect the corporation’s books and records are governed by statute. Curiously, however, the 1811 Act was silent on the topic. As it turns out, however, New York common law dealt with them.