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Tag Archives: executive orders

The Right of Shareholders to Inspect Corporate Records

Author By Todd McMurtryPosted on

Shareholders have common law and statutory rights to inspect and copy the records and books of corporations and limited liability companies (LLCs). These rights exist so that shareholders are able to ascertain whether corporate management is being properly conducted and so that they have accurate information when voting on corporate issues.

These rights don’t often need to be exercised in public corporations, which are required by law to disclose their financial information regularly. But for privately held corporations, the right of inspection is a vital way for shareholders to keep tabs on management and finances.

Under Kentucky law, a shareholder may inspect and copy any of the following documents by providing the corporation with five business days’ written notice:

  • Articles of incorporation and all amendments to them
  • The company’s bylaws and all amendments to them
  • Resolutions adopted by the board of directors creating a class or series of shares
  • Minutes of all shareholders’ meetings for the last three years
  • Records of all action taken by shareholders without a meeting for the last three years
  • All written communications to shareholders within the last three years, including financial statements
  • A list of all the names and business addresses of the company’s current officers and directors
  • The company’s most recent annual report

Shareholders also have the right, upon five days’ notice, to inspect and copy accounting records and shareholder records, but only if all of these conditions are met:

  • The shareholder’s demand is made in good faith and for a proper purpose.
  • The shareholder describes the purpose and the records sought with reasonable particularity.
  • The records requested are directly connected to the stated purpose.

If a corporation refuses to allow a requested inspection, the shareholder can file a lawsuit in the court of the county where the corporation’s principle office is located. If the court rules in favor of the shareholder, the corporation may be required to pay the shareholder’s costs and attorney’s fees.

About Finney Law Firm, LLC

Founded in 2014, FLF has grown to 15 attorneys located in offices in Eastgate and downtown Cincinnati with five major practice areas: Corporate Law, Real Estate Law, Employment Law, Commercial Litigation and Public Interest and Constitutional Litigation.  FLF has the unique claim to three 9-0 victories at the United States Supreme Court for its public interest practice along with breakthrough class action work.

FLF also has an affiliated title insurance company, Ivy Pointe Title, LLC, that closes and insures nearly a thousand commercial and residential real estate transactions annually.

For more information about Finney Law Firm, visit finneylawfirm.com.

Media Contact: Mickey McClanahan; mickey@finneylawfirm.isoc.net; 513.797.2850.

 

Kentucky Supreme Court Upholds Governor’s Power to Order COVID-19 Lockdowns but Legislators Balk

Author By Holly J. KlostermanPosted on

On November 12, 2020, the Kentucky Supreme Court rendered a unanimous decision that upheld executive orders and regulations issued by Governor Andy Beshear in response to the COVID-19 pandemic, finding them a legitimate use of the governor’s executive authority that did not violate the Kentucky Constitution. However, the decision has prompted a legislative backlash that may lead to an attempted curtailment of the governor’s emergency powers.

Beshear, a Democrat, declared a state of emergency in Kentucky on March 6 because of the COVID-19 pandemic. Subsequently, he issued multiple executive orders directed at various businesses, schools and other facilities throughout the state. These orders restricted hours of operations, who could and could not be admitted to places of business and how many customers could be admitted or served.

Several businesses — including a restaurant, a day care center and an automotive racetrack — sued the governor, seeking injunctions against the restrictions under state administrative law. The Kentucky Attorney General intervened in the suit on the side of the businesses. In July, the Supreme Court ordered the executive orders and regulations to be stayed until the court heard the cases on the merits.

In its 103-page opinion, the court stated:

  • The governor properly declared an emergency and validly invoked the emergency powers granted to him under Kentucky Revised Statute Chapter 39A.
  • Chapter 39A does not violate the separation of powers provisions of the Kentucky Constitution.
  • The governor was not required to address the COVID-19 emergency solely through the emergency regulations adopted under Chapter 13A.
  • The executive orders and regulations issued by the governor did not violate the Kentucky Constitution’s provisions protecting the property rights of state residents.

Republicans were not happy. Senate Majority Leader Damon Thayer went on Twitter, calling the Democratic governor’s orders “arbitrary & capricious.” He further tweeted that the governor’s actions “have destroyed jobs, harmed economic recovery & increased mental illness.” Republican Agriculture Commissioner Ryan Quarles said that when “the General Assembly returns in January, I hope they move quickly to restore the balance of our constitutional order back to the people, where it rightly belongs.”

Will the majority Republican legislature amend Chapter 39A when the legislature reconvenes? Certainly, some Kentuckians feel that Governor’s executive orders are excessive and heavy-handed. However, as of the end of November, 2020, there were over 164,000 coronavirus cases and over 1,900 COVID-related deaths in Kentucky. Hopefully, politicians from both sides will make decisions that benefit the public health and welfare of all Kentuckians.

About Finney Law Firm, LLC

Founded in 2014, FLF has grown to 15 attorneys located in offices in Eastgate and downtown Cincinnati with five major practice areas: Corporate Law, Real Estate Law, Employment Law, Commercial Litigation and Public Interest and Constitutional Litigation.  FLF has the unique claim to three 9-0 victories at the United States Supreme Court for its public interest practice along with breakthrough class action work.

FLF also has an affiliated title insurance company, Ivy Pointe Title, LLC, that closes and insures nearly a thousand commercial and residential real estate transactions annually.

For more information about Finney Law Firm, visit finneylawfirm.com.

Media Contact: Mickey McClanahan; mickey@finneylawfirm.isoc.net; 513.797.2850.