William P. Sadler, Barbara K. Sadler, and American Telephone and Telegraph Company v. Ncr Corporation

JON O. NEWMAN, Circuit Judge:

This appeal concerns a limited but potentially important tactic in proxy contests — a stockholder’s demand for a list of record shareholders and a list of beneficial owners of shares who do not object to disclosure of their names (“NOBO list”). The appeal raises issues under New York state law and the United States Constitution as to the power of New York to require an out-of-state corporation, doing business within New York, to provide resident shareholders with the list of record stockholders and to compile and produce the NOBO list, under circumstances where…