In a December 2004 Illinois Appellate Court case, a shareholder of Abbott Laboratories (“Abbott”) was successful pursuant to section 7.75 of the Business Corporation Act of 1983 (“Act”) in obtaining non-financial documents, including internal investigatory reports and documents received by Abbott board members, relating to a federal investigation. Pursuant to Section 7.75(b) of the Act, a shareholder may obtain access to a corporation’s “books and records of accounts, minutes, voting trust agreements filed with the corporation and record of shareholders.” The Act does not define “book and records of account.”
The Illinois Appellate Court stated that once a proper purpose has been established, “the shareholder’s right [to inspect] extends to all books and records necessary to make an intelligent and searching investigation” and “from which he can derive any information which will enable him to better protect his interest. . .” The bottom line: shareholders of Illinois corporations are entitled to obtain an array of corporate documents, including minutes of meetings, investigative reports, contracts, and other “sensitive” information, so long as they can convince a judge that their motive is proper and not simply a “fishing expedition.”