Inspection of the shareholders list

CategoriesGME

TL;DR at the bottom.

Preface

We’ve all had some discussion here and there regarding inspecting shareholders list, aka the “stock ledger”. I’ve compiled the relevant legal documentation here in the post and it says that we, indeed, can view the stock ledger. Note that in some areas I’ve omitted the parts of the laws that are irrelevant to our situation. You can view the missing parts directly from the source via the links provided. Any laws or documentation quoted below are in italics, and any emphasis added is mine. IANAL, but I know enough to read and interpret laws and research case law and get by in court if necessary. Reading the laws allows us, as citizens, to KNOW OUR RIGHTS.

Note: during the process of writing this all out I found the webpage of a law firm that basically confirms everything I’ve laid out here. If you have any doubts about anything I’m saying here, get it straight from a lawyer’s web page.

Ape-tizer

To start off, we know a couple of details from their most recent 8K filing.

Delaware is the proper jurisdiction for GameStop corporate:

(State or Other Jurisdiction of Incorporation)

Delaware

And their principle offices are in Grapevine, Texas:

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

625 Westport Parkway, Grapevine, TX 76051

(817) 424-2000

The Meat

Delaware law says that we, as shareholders, upon demand under oath, have the right to inspect the stock ledger during regular business hours. To make a demand under oath, one would typically make an affidavit, which is as easy as writing out your demand and signing it in front of a notary public. Your demand should also include the purpose of your demand. This could be as trivial as identifying potential buyers and sellers (of your GameStop stock). Note that simple curiosity will not be considered a proper purpose and will likely result in a valid denial from GameStop that would hold up in court.

§ 220. Inspection of books and records.

(a) As used in this section:

(1) “Stockholder” means a holder of record of stock in a stock corporation, or a person who is the beneficial owner of shares of such stock held either in a voting trust or by a nominee on behalf of such person.

(3) “Under oath” includes statements the declarant affirms to be true under penalty of perjury under the laws of the United States or any state.

(b) Any stockholder, in person or by attorney or other agent, shall, upon written demand under oath stating the purpose thereof, have the right during the usual hours for business to inspect for any proper purpose, and to make copies and extracts from:

(1) The corporation’s stock ledger, a list of its stockholders, and its other books and records

In every instance where the stockholder is other than a record holder of stock in a stock corporation, or a member of a nonstock corporation, the demand under oath shall state the person’s status as a stockholder, be accompanied by documentary evidence of beneficial ownership of the stock, and state that such documentary evidence is a true and correct copy of what it purports to be. A proper purpose shall mean a purpose reasonably related to such person’s interest as a stockholder. In every instance where an attorney or other agent shall be the person who seeks the right to inspection, the demand under oath shall be accompanied by a power of attorney or such other writing which authorizes the attorney or other agent to so act on behalf of the stockholder. The demand under oath shall be directed to the corporation at its registered office in this State or at its principal place of business.

So this says that if you’re not DRS registered, you should bring documentation with you that proves you’re a shareholder. Like a statement from your broker showing your long GME position. You must also specify and affirm this in your demand. And it also says that demand can be made at the principle offices, which we’ve established above, is in Grapevine, Texas.

We also know from Delaware’s legal definition of a stock ledger that it will include share counts. It also states that being DRS registered stockholder is the only qualification required. They can’t make up extra bullshit reasons why you wouldn’t be allowed to view the stock ledger. If you’re a shareholder, you qualify.

(c) For purposes of this chapter, “stock ledger” means 1 or more records administered by or on behalf of the corporation in which the names of all of the corporation’s stockholders of record, the address and number of shares registered in the name of each such stockholder, and all issuances and transfers of stock of the corporation are recorded in accordance with § 224 of this title. The stock ledger shall be the only evidence as to who are the stockholders entitled by this section to examine the list required by this section or to vote in person or by proxy at any meeting of stockholders.

And the burden of proof for what constitutes improper use falls on the corporation. In other words, any justification we provide is assumed to be a proper purpose unless the corporation can prove otherwise in court. Please note that this doesn’t give you license to use any bullshit reason for the purpose. If it’s bullshit they’ll deny it and their denial will probably hold up in court.

Where the stockholder seeks to inspect the corporation’s stock ledger or list of stockholders and establishes that such stockholder is a stockholder and has complied with this section respecting the form and manner of making demand for inspection of such documents, the burden of proof shall be upon the corporation to establish that the inspection such stockholder seeks is for an improper purpose.

Dessert

So in summary (TL;DR, TA;DR), as a shareholder, we have the right to view the stock ledger at GameStop headquarters during regular business hours. There is also more law that states that their electronic storage format is not an excuse to fail to produce and show the stock ledger. There are provisions that state they must be able to print it out for us if necessary. Though, I would suspect that might not be the best solution if they’re cooperating. The most likely scenario would be they produce an electronic copy for you that you can take with you. I would suggest being prepared by bringing a packaged, unopened (for security) USB stick with you to put the data on. You’ll need a written demand made under oath that states your demand (to view the stock ledger) and the (proper) purpose thereof. This can be done with a notary public.

Y’all can tag legalese to check my work also. Now we just need a local ape to visit headquarters to get the list.

Edit: it’s funny that as soon as this post starts gaining traction Reddit shits the bed. Am I just being paranoid? Maybe.

Update 1: Here’s the situation: /u/xcantdj has volunteered as tribute. We’ve copied a letter that /u/blurfect commented and changed it a little to fit. I believe it has also been reviewed/revised by a lawyer ape. Not confirmed that he actually looked at to yet but he offered last night. Our volunteer already got a notary lined up and will likely make the trek to HQ either today, Friday, or worst case Monday. I will update this post again as new information comes in. I want to stress that some patience is required, I fully expect them to turn us away at the first request and tell us to come back later, as they have 5 days to comply. They may not have the information ready to look at immediately. I will update again as I get new info. We have another ape , /u/—-_ who had done this previously with another company and they initially said it would take 3-5 days to get the information ready.

Update 2: Our ape volunteer wasn’t able to make it today but is shooting for tomorrow. He also says that if he cannot make it tomorrow GameStop’s hours say they’re open on weekends. Please understand our volunteer ape also has a life like work and family he’s probably working around to make this happen. I know the suspense is terrible but I feel like this is going to be worth the wait. We’ve all got responsibilities and I’m grateful our volunteer is doing what he can to make this happen. I will update again when we have more info.

Update 3: there’s not much news but people keep asking so I’ll put this update just to let y’all know we’re still working on it. We’ve got a letter written up and a notary lined up, but we still have to get it notarized and get to HQ. It’s looking like we might get notarized today but probably won’t make it to HQ until Monday. I will update again when we have more info.

Update 4: It looks like the stock ledger should be at most 5 business day behind. My reading of this tells me the the list gets updated with daily activity, but the updates could be up to 5 days behind. So if I were to be a new buyer or transferrer, my name could take up to 5 days to show up on the DRS stock ledger.

Update 5, 9/26 @ 7:45 pm CDT: 2 different apes are independently visiting HQ tomorrow (that I’ve spoken with, maybe there are others I don’t know about) equipped with their demands under oath. One of them visited over the weekend and was told they would have to come back Monday, which is not a “no”. I don’t know about y’all, but that’s got me so jacked up I probably won’t calm down for a week.

Update 6, 9/26 @ 10:05 pm CDT: Nobody helped him while he was there. He’s going back on his lunch tomorrow.

https://www.reddit.com/r/Superstonk/comments/pwsnw2/update_to_the_update_of_the_ledger_guy_spoiler/

Update 7, 9/28 @ 12:30 pm CDT Ape has delivered demands to HQ, is now awaiting response. Legally they have 5 days to comply.

https://www.reddit.com/r/Superstonk/comments/px9yo7/stock_ledger_demand_update_x3/

Leave a Reply

Your email address will not be published.

This site uses Akismet to reduce spam. Learn how your comment data is processed.