The shareholder’s right of books and records inspection under Texas statutory and common law

In a decision that has generated widespread comment and more than a little criticism, the Texas Supreme Court in the case of Ritchie v. Rupe declined to recognize a Texas common law cause of action for minority shareholder oppression, and so eliminated three decades of unquestioned recognition of such a claim. In the same opinion, the Texas Supreme Court articulated those remedies that remain available to shareholders in close corporations, identifying among them the right of shareholders under Texas law to gain access to corporate books and records and the corresponding penalties associated with a corporation’s failure to provide them.