Crane Co. v. Anaconda Co.
Court of Appeals of New York
346 N.E.2d 507 (N.Y. 1976)
Crane Co. (plaintiff) announced that it was offering up to $100 million in debentures for up to 5 million shares of Anaconda Co. (defendant)—over one fifth of Anaconda’s outstanding stock. After Crane obtained some Anaconda stock, it formally asked for a copy of Anaconda’s list of shareholders. Crane wanted to see the list so it could communicate its tender offer to the remaining shareholders. Crane’s demand stated that its proposed inspection of the list was solely for the purposes of the business of Anaconda, in accordance with the Business Corporations Law. Anaconda denied Crane access to the list of shareholders, arguing that trying to convince stockholders to sell their stock does not involve the business of the corporation. Crane brought suit. The trial court dismissed Crane’s claim, but the appellate court reversed. Anaconda appealed.
Rule of Law
Holding and Reasoning (Wachtler, J.)