(a)Upon the written request of a stockholder, a corporation shall deliver or make available to the requesting stockholder by posting on its website or by other generally recognized means annual financial statements for the most recent fiscal year of the corporation for which annual financial statements have been prepared for the corporation. If financial statements have been prepared for the corporation on the basis of generally accepted accounting principles for that specified period, the corporation shall deliver or make available those financial statements to the requesting stockholder. If the annual financial statements to be delivered or made available to the requesting stockholder are audited or otherwise reported upon by a public accountant, the report shall also be delivered or ma
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(a) Upon the written request of a stockholder, a corporation shall deliver or make available to the requesting stockholder by posting on its website or by other generally recognized means annual financial statements for the most recent fiscal year of the corporation for which annual financial statements have been prepared for the corporation. If financial statements have been prepared for the corporation on the basis of generally accepted accounting principles for that specified period, the corporation shall deliver or make available those financial statements to the requesting stockholder. If the annual financial statements to be delivered or made available to the requesting stockholder are audited or otherwise reported upon by a public accountant, the report shall also be delivered or made available to the requesting stockholder.
(b) A corporation shall deliver, or make available and provide written notice of availability of, the financial statements required under subsection (a) to the requesting stockholder within five business days of delivery of the written request to the corporation.
(c) A corporation may fulfill its responsibilities under this section by delivering the specified financial statements, or otherwise making them available, in any manner permitted by the applicable rules and regulations of the United States Securities and Exchange Commission.
(d) Notwithstanding the provisions of subsections (a), (b), and (c) of this section:
(1) as a condition to delivering or making available financial statements to a requesting stockholder, the corporation may require the requesting stockholder to agree to reasonable restrictions on the confidentiality, use, and distribution of the financial statements; and
(2) the corporation may, if it reasonably determines that the stockholder’s request is not made in good faith or for a proper purpose, decline to deliver or make available the financial statements to that stockholder.
(e) If a corporation does not respond to a stockholder’s request for annual financial statements pursuant to this section in accordance with subsection (b) within five business days of delivery of the request to the corporation:
(1) The requesting stockholder may apply to the designated court, and if none, the circuit court for the county in which the corporation’s principal office is located in this state, and if none in this state, the circuit court for the county in which the corporation’s most recent registered office is located for an order requiring delivery of or access to the requested financial statements. The court shall dispose of an application under this subsection on an expedited basis.
(2) If the court orders delivery or access to the requested financial statements, it may impose reasonable restrictions on their confidentiality, use, or distribution.
(3) In the proceeding, if the corporation has declined to deliver or make available the financial statements because the stockholder had been unwilling to agree to restrictions proposed by the corporation on the confidentiality, use, and distribution of the financial statements, the corporation shall have the burden of demonstrating that the restrictions proposed by the corporation were reasonable.
(4) In the proceeding, if the corporation has declined to deliver or make available the financial statements pursuant to Section 10A-2A-16.10(d)(2), the corporation shall have the burden of demonstrating that it had reasonably determined that the stockholder’s request was not made in good faith or for a proper purpose.
(5) If the court orders delivery or access to the requested financial statements, it shall order the corporation to pay the stockholder’s expenses incurred to obtain the order unless the corporation establishes that it had refused delivery or access to the requested financial statements because the stockholder had refused to agree to reasonable restrictions on the confidentiality, use, or distribution of the financial statements or that the corporation had reasonably determined that the stockholder’s request was not made in good faith or for a proper purpose.