Flashcards Studio

DeltaNova Electronics, Inc., a Philippine corporation with common shares, has a minority stockholder—Mira Santos—holding 4.3% of the outstanding shares. Santos requests access to the following corporate records: (i) minutes of the board and the audit committee meetings, (ii) the stock ledger, (iii) the annual financial statements, (iv) internal audit reports, and (v) correspondence between the board and external counsel regarding governance and related‑party matters, including ongoing negotiations with a potential acquirer. The board refuses, citing confidentiality and potential harm to negotiations. Based on the ruling in John Gokongwei, Jr. v. SEC, identify (a) the fundamental right implicated by Santos’s request; (b) the controlling rule and its scope, including any limits or balancing interests; (c) applying the rule to these facts, should the court compel disclosure or uphold the board’s refusal? Explain the reasoning and the likely remedy.