Requesting Books and Records from an Ohio Corporation

State law generally provides stockholders of corporations the statutory right in certain circumstances to request books and records from the company. Section 220 of the Delaware General Corporation Law is the most well-known such statute, and it is also the one that has received the most judicial analysis. Ohio also provides shareholders the right to demand books and records from a corporation, but the statute, O.R.C. 1701.37(C), has received much less attention from the courts. A recent Sixth Circuit decision analyzed for the first time the question of what constitutes a "demand" for books and records under Ohio law and provides practice pointers for those seeking books and records.


A dispute over the operations of a set of family companies spawned lengthy litigation, which the Sixth Circuit addressed in a pair of opinions. The plaintiff's books and records demand sought to investigate whether the controlling shareholder accurately accounted for all income to the business and complied with his fiduciary duties. To that end, the demand asked for "copies of" a series of items, including "financials" for the main entity and "financial records" for certain subsidiaries and specific arrangements, such as rent at some properties.

The dispute in the case centered on what, exactly, the plaintiff demanded and whether subsequent follow-up discussions constituted part of the demand. Although the defendants had supplied copies of most materials the plaintiff demanded, they did not turn over the "source documents" for the financials or provide access to review the company's financials as kept in the ordinary course, i.e., the live bookkeeping software.

Legal Analysis

"To make out a prima facie case for relief under [Section 1701.37(C)], the plaintiff must establish that 1) there was a demand for access to the documents, 2) the demand was in writing, and 3) there was a specific purpose stated in the writing." Despite acknowledging that "shareholders have the right to inspect a broad range of corporate records under Ohio law," the Sixth Circuit went on to narrowly construe the plaintiff's actual demand.

Although the plaintiff's original request demanded the "complete books and records of account" and specified, among other things, the "financials" of the company, the Court refused to construe that demand as one for "source documents" or "receipts, invoices or purchase orders." The plaintiff later sent a spreadsheet to the defendants identifying specific transactions, but the Court found that the spreadsheet was not a "demand for access" and it did not include a "specific purpose stated in the writing." Effectively, the Court refused to allow an initial, broadly worded demand for records be clarified through later writings. Instead, the Court held that the plaintiff should have "made another written demand properly identifying the particular transactions and underlying source documents."

Additionally, the Court held that a demand for "copies" is not also a demand to "inspect" the originals. In reaching that conclusion, the Court block-quoted an entire form demand letter from Westlaw and approved of it as a "request that adequately seeks permission to both inspect and copy corporate books and records."


The plaintiff complained that the Sixth Circuit's position essentially imposed a "magic words" requirement, and there is truth to that criticism. The decision refused to read a demand for copies as including a demand to inspect the same records. The decision refused to construe "complete books and records of account" as including source documentation. And, the decision refused to deem a follow-up spreadsheet identifying specific transactions as constituting a "demand," even though such a follow-up request makes the most sense as a supplement to the earlier demand.

In the end, the Court endorsed seriatim demands for records as a stockholder/plaintiff learns more information about the specific transactions at issue. That approach may be inefficient, but the decision at least provides guidance on the safest practices. To avoid any later arguments about ineffective demands, shareholders seeking books and records from an Ohio corporation should: (a) specify that they seek to inspect and copy the records; (b) list with specificity exactly what they want and include a purpose for the demand; and (c) send follow-up demands if the earlier demand(s) did not clearly cover the information later sought.