IN RE: Lloyd GOLDMAN (2026)

Judgment (denominated an order), Supreme Court, New York County (Paul A. Goetz, J.), entered on or about October 11, 2024, which granted the petition to inspect respondent Icaro Media Group, Inc.’s books and records only to the extent of permitting review of shareholder information under Business Corporations Law § 1315, unanimously affirmed, with costs.

Petitioner Lloyd Goldman, through his limited liability company, LG Asset Management, LLC, is an investor and shareholder in respondent Icaro Media Group, Inc. (Icaro), a Nevada corporation with a principal place of business in New York. Respondent Paul Feller is the Chairman and Chief Executive Officer of Icaro.

Supreme Court correctly granted Goldman's petition to the extent of requiring disclosure of Icaro's shareholder information under Business Corporation Law § 1315 (see Madison Liquidity Invs. 103 v. Carey, 291 A.D.2d 362, 362, 739 N.Y.S.2d 18 [1st Dept 2002]).  As a New York resident shareholder in respondent foreign corporation, petitioner is entitled to inspect the corporations’ shareholder lists (see id.;  see also Airtran N.Y., LLC v. Midwest Air Group, Inc., 46 A.D.3d 208, 212, 214, 844 N.Y.S.2d 233 [1st Dept 2007]).  Access to shareholder lists is a recognized exception to the general rule that “claims concerning the relationship between the corporation, its directors, and a shareholder are governed by the substantive law of the state or country of incorporation” (Davis v. Scottish Re Group Ltd., 138 A.D.3d 230, 233, 28 N.Y.S.3d 18 [1st Dept 2016], revd on other grounds 30 N.Y.3d 247, 66 N.Y.S.3d 447, 88 N.E.3d 892 [2017];  see Eccles v. Shamrock Capital Advisors, LLC, 42 N.Y.3d 321, 338–339, 220 N.Y.S.3d 661, 245 N.E.3d 1110 [2024]).

We reject Goldman's contention that he is entitled to the other categories of documents he requested under the common law, or under Business Corporation Law § 624, which provides broader rights to shareholders of corporations formed in New York State.  Such a finding would render Business Corporation Law § 1315 meaningless (see e.g. Bank of Am., N.A. v. Kessler, 39 N.Y.3d 317, 325, 186 N.Y.S.3d 85, 206 N.E.3d 1228 [2023] [citations omitted]).