Sec. 21.222. PENALTY FOR REFUSAL TO PERMIT EXAMINATION OF CERTAIN RECORDS. (a) A corporation that refuses to allow a person to examine and make copies of account records, minutes, and share transfer records under Section 21.218 is liable to the shareholder for any cost or expense, including attorney's fees, incurred in enforcing the shareholder's rights under Section 21.218. The liability imposed on a corporation under this subsection is in addition to any other damages or remedy afforded to the shareholder by law.
(b) It is a defense to an action brought under this section that the person suing:
(1) has, within the two years preceding the date the action is brought, sold or offered for sale a list of shareholders or of holders of voting trust certificates for shares of the corporation or any other corporation;
(2) has aided or abetted a person in procuring a list of shareholders or of holders of voting trust certificates for the purpose described by Subdivision (1);
(3) has improperly used information obtained through a prior examination of the books and account records, minutes, or share transfer records of the corporation or any other corporation; or
(4) was not acting in good faith or for a proper purpose in making the person's request for examination.
Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.
Amended by:
Acts 2011, 82nd Leg., R.S., Ch. 139 (S.B. 748), Sec. 25, eff. September 1, 2011.
Structure Texas Statutes
Chapter 21 - For-Profit Corporations
Subchapter E. Shareholder Rights and Restrictions
Section 21.201. Registered Holders as Owners; Shares Held by Nominees
Section 21.202. Definition of Shares
Section 21.203. No Statutory Preemptive Right Unless Provided by Certificate of Formation
Section 21.204. Statutory Preemptive Rights
Section 21.205. Waiver of Preemptive Right
Section 21.206. Limitation on Action to Enforce Preemptive Right
Section 21.207. Disposition of Shares Having Preemptive Rights
Section 21.208. Preemptive Right in Existing Corporation
Section 21.209. Transfer of Shares and Other Securities
Section 21.210. Restriction on Transfer of Shares and Other Securities
Section 21.211. Valid Restrictions on Transfer
Section 21.212. Bylaw or Agreement Restricting Transfer of Shares or Other Securities
Section 21.213. Enforceability of Restriction on Transfer of Certain Securities
Section 21.214. Joint Ownership of Shares
Section 21.215. Liability for Designating Owner of Shares
Section 21.216. Liability Regarding Joint Ownership of Shares
Section 21.217. Liability of Assignee or Transferee
Section 21.218. Examination of Records
Section 21.219. Annual and Interim Statements of Corporation
Section 21.220. Penalty for Failure to Prepare Voting List
Section 21.221. Penalty for Failure to Provide Notice of Meeting
Section 21.222. Penalty for Refusal to Permit Examination of Certain Records
Section 21.223. Limitation of Liability for Obligations
Section 21.224. Preemption of Liability