Tritek Telecom, Inc. v. Superior Court

In Tritek Telecom, Inc. v. Superior Court (2009) 169 Cal.App.4th 1385, the Court discussed the scope of directors' inspection rights, in terms of their intended function of promoting the directors' proper exercise of fiduciary duties to the corporation and shareholders. (See 309, subd. (a) directors must serve "in good faith, in a manner such director believes to be in the best interests of the corporation and its shareholders".) "Although it is generally presumed that the directors of a corporation are acting in good faith citation, a court is required to defer to the business judgment only of disinterested directors.' "A director is independent when he is in a position to base his or her decision on the merits of the issue rather than being governed by extraneous considerations or influences.' " (Tritek, supra, 169 Cal.App.4th 1385, 1390.) In Tritek, supra, 169 Cal.App.4th 1385, 1390-1391, the Court interpreted section 1602 to hold that a corporate director could lose the "absolute" right to inspect corporate documents. That director had filed his own shareholder action that was adversary to the corporation, and this served to remove any statutory basis for his right to access to all corporate documents: "In this situation, a court may properly limit a director's inspection rights because the director's loyalties are divided and documents obtained by a director in his or her capacity as a director could be used to advance the director's personal interest in obtaining damages against the corporation." (169 Cal.App.4th at p. 1391.) In light of his newly acquired adversary status, the director could not properly continue to seek a director's access to documents that would be covered by the attorney-client privilege. (Id. at pp. 1391-1392.)