HB 0815

HB 815 - AS INTRODUCED

AN ACT relative to the duties of corporate directors and the procedure for shareholder inspection of records under the New Hampshire Business Corporation Act.

SPONSORS: Rep. Spiess, Hills 47; Rep. Welch, Rock 79; Sen. Peterson, Dist 11

This bill requires corporate directors to consider the best interests of the corporation and shareholders in the discharge of their duties.

The bill also allows the secretary of state, rather than the superior court, to order a corporation to comply with a shareholder's request for records under the New Hampshire Business Corporation Act.

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Matter which is either (a) all new or (b) repealed and reenacted appears in regular type.

AN ACT relative to the duties of corporate directors and the procedure for shareholder inspection of records under the New Hampshire Business Corporation Act.

Be it Enacted by the Senate and House of Representatives in General Court convened:

1 New Hampshire Business Corporation Act; Standards of Conduct for Directors; Consideration of Best Interests of Corporation and Shareholders. Amend RSA 293-A:8.30 (d) to read as follows:

(d) A director of a corporation which has a class of voting stock registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended, in addition to complying with the provisions of subsections (a) to (c), shall consider, in determining what he or she reasonably believes to be in the best interests of the corporation, the interests of the shareholders, long-term as well as short-term, including the possibility that those interests may be best served by the continued independence of the corporation. A director may also, in his or her discretion, consider any other factors he or she reasonably considers appropriate in determining what he or she reasonably believes to be in the best interests of the corporation.

(e) A director is not liable for any action taken as a director, or any failure to take any action, if he performed the duties of his office in compliance with this section.

2 New Hampshire Business Corporation Act; Shareholder Inspection of Records; Ordered by Secretary of State. Amend RSA 283-A:16.04 to read as follows:

(a) If a corporation does not allow a shareholder who complies with RSA 293-A:16.02(a) to inspect and copy any records required by that subsection to be available for inspection, the [~~superior court of the county where the corporation's principal office, or, if none in this state, its registered office, is located~~] secretary of state or any person designated by the secretary of state may summarily order inspection and copying of the records demanded at the corporation's expense upon application of the shareholder.

(b) If a corporation does not within a reasonable time allow a shareholder to inspect and copy any other record, the shareholder who complies with RSA 293-A:16.02(b) and (c) may apply to the [~~superior court in the county where the corporation's principal office, or, if none in this state, its registered office, is located~~] secretary of state or any person designated by the secretary of state for an order to permit inspection and copying of the records demanded. The [~~court~~] secretary of state shall dispose of an application under this subsection on an expedited basis.

(c) If the [~~court~~] secretary of state orders inspection and copying of the records demanded, [it] he or she shall also order the corporation to pay the shareholder's costs, including reasonable counsel fees, incurred to obtain the order unless the corporation proves that it refused inspection in good faith because it had a reasonable basis for doubt about the right of the shareholder to inspect the records demanded.

(d) If the [~~court~~] secretary of state orders inspection and copying of the records demanded, [it] he or she may impose reasonable restrictions on the use or distribution of the records by the demanding shareholder.

(e) Any order or refusal to grant an order by the secretary of state under this subsection may be appealed to the superior court of the county where the corporation's principal office, or, if none in this state, its registered office, is located.