A New Jersey appeals court held Tuesday that shareholders have a right under state law to view corporate board and executive committee minutes, but imposed parameters to prevent “fishing expeditions” for corporate mismanagement.

While shareholders are allowed to examine those minutes under a provision of the Business Corporation Act that requires proof of a “proper purpose,” they can only look at minutes that are pertinent to that purpose, the court said in its precedential opinion in Cain v. Merck & Co. , A-2138-08.

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