No. 2--03--1283

IN THE

APPELLATE COURT OF ILLINOIS

SECOND DISTRICT

Respondent, Abbott Laboratories (Abbott), appeals the trial court's judgment ordering Abbottto produce certain documents for inspection by a shareholder, petitioner, Robert Corwin. We affirm.

The following facts are taken from the record. Abbott is a large publically heldpharmaceutical company with its principal offices in Lake County, Illinois. Abbott owned 50% ofTAP Pharmaceutical Products, Inc. (TAP) which manufactured and sold a drug called Lupron, aprostate cancer drug. TAP employees were indicted for the illegal marketing of Lupron. The federalgovernment alleged that TAP gave doctors free samples of Lupron and then sought reimbursementfrom government insurers. On October 3, 2001, TAP announced that it had entered into a settlement,pleading guilty to federal charges and paying $875 million in fines and penalties. Two days afterTAP's announcement Corwin filed a shareholder derivative action in federal court. Shortly after,other shareholders filed similar derivative actions in Cook County. Corwin voluntarily dismissed hisfederal lawsuit and joined in the state action. After Abbott refused Corwin's request for certaindocuments, Corwin filed a mandamus action in Lake County seeking to inspect certain Abbottdocuments pursuant to section 7.75 of the Business Corporation Act of 1983 (Act) (805 ILCS 5/7.75(West 2002)). The trial court denied Abbott's motions to dismiss and for summary judgment. Aftera bench trial, the trial court granted Corwin's petition and ordered Abbott to produce the documentssought by Corwin. This timely appeal followed.

On appeal, Abbott argues that the trial court misconstrued the scope of the term "books andrecords of account" as contained in section 7.75(b) of the Act (805 ILCS 5/7.75(b) (West 2002)). Corwin had requested internal investigatory reports and any and all "document[s] received by any"board member of Abbott's relating to the federal investigation of TAP. Abbott asserts that thesedocuments are not "books and records of account" because they are not financial records.

Pursuant to section 7.75(b) of the Act, a shareholder may obtain access to a corporation's"books and records of account, minutes, voting trust agreements filed with the corporation and recordof shareholders." 805 ILCS 5/7.75(b) (West 2002). The Act does not define "books and records ofaccount." However, in Weigel v. O'Connor, 57 Ill. App. 3d 1017 (1978), this court held that oncea proper purpose has been established, "the shareholder's right [to inspect] extends to all books andrecords necessary to make an intelligent and searching investigation" and " 'from which he can deriveany information that will enable him to better protect his interests.' " (Emphasis added.) Weigel, 57Ill. App. 3d at 1027, quoting 5 Fletcher, Cyclopedia Corporations