United States Court of Appeals for the Second Circuit
928 F.2d 48 (2d Cir. 1991)
NCR Corporation (NCR) (defendant) was incorporated in Maryland with a principal place of business in Ohio, but conducted considerable business in its eight New York offices. AT&T was a New York corporation. The Sadlers (plaintiffs) were New York residents who owned more than 6,000 shares of NCR. AT&T began a tender offer for shares of NCR. NCR mailed the offer to all NCR shareholders, but the NCR board rejected the offer. After the rejection, AT&T and the Sadlers (at AT&T’s request) asked NCR for a list of its stockholders in order to more effectively communicate with them. The Sadlers also asked for NCR’s non-objecting beneficial owners (NOBO) list, a list of those individuals owning beneficial interests in shares of NCR. Under NCR’s corporate charter, the shares of these individuals count as a vote in favor of management if the shares are not voted at a meeting. The Sadlers were not able to obtain the lists under Maryland law. NCR denied these requests and the Sadlers brought suit based on a New York law that allowed New York residents that for more than six months had owned shares in a foreign corporation doing business in New York to obtain the corporation’s list of stockholders. AT&T had recently obtained 100 shares of NCR, but had not held the shares for more than six months. NCR thus argued that the Sadlers did not qualify under the New York law because of their arrangement with AT&T. The United States District Court for the Southern District of New York found in favor of the Sadlers on both of their requests. NCR appealed.
Rule of Law
Holding and Reasoning (Newman, J.)
What to do next…
Unlock this case brief with a free (no-commitment) trial membership of Quimbee.
You’ll be in good company: Quimbee is one of the most widely used and trusted sites for law students, serving more than 97,000 law students since 2011. Some law schools—such as Yale, Vanderbilt, Berkeley, and the University of Illinois—even subscribe directly to Quimbee for all their law students. Read our student testimonials.
Learn more about Quimbee’s unique (and proven) approach to achieving great grades at law school.
Quimbee is a company hell-bent on one thing: helping you get an “A” in every course you take in law school, so you can graduate at the top of your class and get a high-paying law job. We’re not just a study aid for law students; we’re the study aid for law students. Read more about Quimbee.
Here's why 240,000 law students have relied on our case briefs:
- Written by law professors and practitioners, not other law students. 14,200 briefs, keyed to 189 casebooks. Top-notch customer support.
- The right amount of information, includes the facts, issues, rule of law, holding and reasoning, and any concurrences and dissents.
- Access in your classes, works on your mobile and tablet. Massive library of related video lessons and high quality multiple-choice questions.
- Easy to use, uniform format for every case brief. Written in plain English, not in legalese. Our briefs summarize and simplify; they don’t just repeat the court’s language.