In re Marcato

Titone, J. P., dissents and votes to affirm the judgment appealed from, with the following memorandum:

As the majority notes, apart from statutory rights embodied in the Business Corporation Law, shareholders have a somewhat broader common-law right to inspect corporate books and records for a “proper purpose”. While the majority concedes that when the statutory right is invoked, the burden of disproving a proper purpose is on the corporation, it urges that the rule is the converse when the common-law right is involved. Because I cannot accept that dichotomy, I dissent. 11 In Matter of Hausner…