N.Y. Business Corporation Law § 1316: Voting trust records

§ 1316. Voting trust records.

(a) A voting trustee, appointed under a voting trust agreement to vote

the shares of a foreign corporation doing business in this state, who

either has an office in this state or has designated a transfer agent

within this state, shall produce for examination and permit to be

examined in this state, at the office of the foreign corporation or at

his office or at the office of such transfer agent, a record of voting

trust certificate holders setting forth their names, alphabetically

arranged, and addresses, the number and class of shares represented by

the certificates held by them respectively and the dates when they

respectively became the owners thereof, upon the written demand of any

resident of this state who shall have been a voting trust certificate

holder or a shareholder of the foreign corporation for at least six

months immediately preceding his demand, or of any resident of this

state holding, or thereunto authorized in writing by the holders of, at

least five percent of any class of the outstanding shares of such

foreign corporation, either directly or as holders of voting trust

certificates for such shares, subject to the same terms and conditions

set forth with respect to the right of examination of the record of

shareholders of the foreign corporation in section 1315 (Record of

shareholders).

(b) The voting trustee shall deposit an exact copy of the voting trust

agreement with the foreign corporation at its office in this state or at

the office of the transfer agent in this state.

(c) The copy of the voting trust agreement shall be subject to the

same right of examination by voting trust certificate holders and by

shareholders of the foreign corporation as is the record of shareholders

of a corporation under section 624 (Books and records; right of

inspection, prima facie evidence).

(d) Upon refusal by a voting trustee or his transfer agent to produce

for examination or to permit an examination of the record of voting

trust certificate holders or of such copy of the voting trust agreement

as herein provided, the person making the demand may apply to the

supreme court, upon such notice as the court may direct, for an order

directing the voting trustee or his transfer agent to show cause why an

order should not be granted directing such production and permitting

such examination. Upon the return day of the order to show cause, the

court shall hear the parties summarily, by affidavit or otherwise, and

if it appears that the applicant is entitled to such examination, the

court shall grant an order compelling such production for examination

and awarding such further relief as to the court may seem just and

proper.

(e) Where the voting trust agreement shall vest in the voting trustee

the right to vote the shares of a foreign corporation which has an

office in this state for the doing of business and either the principal

business operation of which is conducted within this state or the

greater part of its property is located within this state, the voting

trust agreement is an express trust created under the laws of this state

and the supreme court upon the petition of a voting trust certificate

holder may exercise such power over the trustee named therein as is

granted to the court by section one hundred twelve of the real property

law.