Sadler v. NCR Corporation
2nd Circuit
928 F.2d 48 (2d Cir. 1991)
NCR Corporation (NCR) (defendant), incorporated in Maryland but conducting substantial business through eight New York offices, rejected an AT&T tender offer for its shares. AT&T and the Sadlers (plaintiffs), long-term New York-resident NCR shareholders, requested NCR's shareholder list and its list of non-objecting beneficial owners (NOBO list, whose unvoted shares counted as votes for management under NCR's charter) in order to communicate with fellow shareholders. The Sadlers couldn't obtain these lists under Maryland law but sued under a New York statute letting qualifying long-term resident shareholders of a foreign corporation doing business in New York obtain such lists; NCR argued the Sadlers' arrangement with AT&T (which had only recently bought a small number of NCR shares) disqualified them. The district court ruled for the Sadlers on both requests, and NCR appealed.
Whether production of an out-of-state corporation's shareholder and NOBO lists to an in-state resident is permitted when the shareholder was not able to obtain the lists under the law of the state of incorporation.