“BCL does not specifically give shareholders the right to review any and all documents in the board of directors’ (“board”) possession. However, BCL does state that a corporation is required to provide to shareholders an annual financial statement and if in the interim there are any balance sheets or profit and loss statements that have been distributed to the shareholders or otherwise made available to the public, the most recent of these statements shall be given to a shareholder upon written request.
“The shareholder should write to the board to inquire if such interim statements are available with respect to the commercial tenant and the current financial situation of the corporation. If so, request that the shareholder be provided access to such statements. Case law often provides a shareholder access to a corporation’s statements/books if the shareholder’s request is in “good faith.” Additionally, BCL requires that such requests be in the interest of the corporation and not for personal reasons of the shareholder which are unrelated to the corporation.
“Under the current circumstances, it appears the shareholder’s desire to review the corporation’s books is for the purpose of protecting its investment in the corporation in reviewing the corporation’s current financial situation and how the corporation is addressing the default of the commercial tenant. A court of law would likely deem this to be reasonable and rule that the shareholder is entitled to the requested review in an effort to protect its investment in the corporation.”