§ 1316 — Voting trust records

New York § 1316

• Jurisdiction: New York
• Law BSC: Business Corporation
• Art. 13: Foreign Corporations

Text

§ 1316. Voting trust records.\n (a) A voting trustee, appointed under a voting trust agreement to vote\nthe shares of a foreign corporation doing business in this state, who\neither has an office in this state or has designated a transfer agent\nwithin this state, shall produce for examination and permit to be\nexamined in this state, at the office of the foreign corporation or at\nhis office or at the office of such transfer agent, a record of voting\ntrust certificate holders setting forth their names, alphabetically\narranged, and addresses, the number and class of shares represented by\nthe certificates held by them respectively and the dates when they\nrespectively became the owners thereof, upon the written demand of any\nresident of this state who shall have been a voting trust certificate\nholder or a shareholder of the foreign corporation for at least six\nmonths immediately preceding his demand, or of any resident of this\nstate holding, or thereunto authorized in writing by the holders of, at\nleast five percent of any class of the outstanding shares of such\nforeign corporation, either directly or as holders of voting trust\ncertificates for such shares, subject to the same terms and conditions\nset forth with respect to the right of examination of the record of\nshareholders of the foreign corporation in section 1315 (Record of\nshareholders).\n (b) The voting trustee shall deposit an exact copy of the voting trust\nagreement with the foreign corporation at its office in this state or at\nthe office of the transfer agent in this state.\n (c) The copy of the voting trust agreement shall be subject to the\nsame right of examination by voting trust certificate holders and by\nshareholders of the foreign corporation as is the record of shareholders\nof a corporation under section 624 (Books and records; right of\ninspection, prima facie evidence).\n (d) Upon refusal by a voting trustee or his transfer agent to produce\nfor examination or to permit an examination of the record of voting\ntrust certificate holders or of such copy of the voting trust agreement\nas herein provided, the person making the demand may apply to the\nsupreme court, upon such notice as the court may direct, for an order\ndirecting the voting trustee or his transfer agent to show cause why an\norder should not be granted directing such production and permitting\nsuch examination. Upon the return day of the order to show cause, the\ncourt shall hear the parties summarily, by affidavit or otherwise, and\nif it appears that the applicant is entitled to such examination, the\ncourt shall grant an order compelling such production for examination\nand awarding such further relief as to the court may seem just and\nproper.\n (e) Where the voting trust agreement shall vest in the voting trustee\nthe right to vote the shares of a foreign corporation which has an\noffice in this state for the doing of business and either the principal\nbusiness operation of which is conducted within this state or the\ngreater part of its property is located within this state, the voting\ntrust agreement is an express trust created under the laws of this state\nand the supreme court upon the petition of a voting trust certificate\nholder may exercise such power over the trustee named therein as is\ngranted to the court by section one hundred twelve of the real property\nlaw.\n