## Facts

- Charles A. Pillsbury, an anti–Vietnam War activist, purchased Honeywell stock to obtain a voice in corporate affairs and press Honeywell to stop manufacturing munitions used in Vietnam.
- Honeywell, a Delaware corporation headquartered in Minnesota, manufactured weapons systems and munitions for the U.S. government during the Vietnam War.
- Pillsbury made formal demands to inspect (1) Honeywell’s original shareholder ledger, (2) its current shareholder ledger, and (3) corporate records relating to weapons and munitions manufacture.
- Pillsbury stated that his purpose was to obtain shareholder names and addresses to communicate with other shareholders and build support for changing Honeywell’s munitions policy.
- Pillsbury admitted his purpose was not tied to the economic value of his investment, dividend policy, or Honeywell’s financial condition.
- Honeywell refused the inspection demands.
- Pillsbury, proceeding in the name of the State of Minnesota, sought writs of mandamus in district court to compel production; the district court denied relief for lack of a proper shareholder purpose.

## Issues

1. Whether the law of Delaware (state of incorporation) or Minnesota governed a shareholder’s inspection rights in Honeywell’s books and records.
2. Whether a shareholder who acquired stock solely to advance a political and moral campaign against the corporation’s munitions business stated a “proper purpose” for inspection.
3. Whether the trial court committed procedural error in handling pleadings, considering Pillsbury’s deposition, and denying a jury trial.

## Decision

- The Minnesota Supreme Court affirmed the denial of mandamus.
- The court applied Delaware law to define the substantive scope of shareholder inspection rights as an internal corporate affair.
- The court held Pillsbury’s stated objectives—opposition to the Vietnam War and a desire to stop Honeywell’s munitions production—were not a proper purpose germane to his interests as a shareholder.
- The court upheld the trial court’s procedural rulings, including consideration of Pillsbury’s deposition and denial of a jury trial where no material factual dispute remained.

## Legal Principles

- Shareholder inspection rights are not absolute; the requesting shareholder must show a proper purpose.
- Under Delaware law, a “proper purpose” for inspection must be germane to the shareholder’s economic interests (e.g., valuation, investigating mismanagement, or other investment-related concerns).
- A demand driven solely by political, social, or moral aims unrelated to investment value or corporate economic welfare is an improper purpose and does not justify compelled inspection.
- Under the internal affairs doctrine, the state of incorporation’s law governs substantive shareholder rights, while the forum’s law governs procedural mechanisms for enforcement.

## Conclusion

The court refused to compel inspection because the relator’s admitted aim was to use shareholder status to pursue a political and moral campaign, not an investment-related purpose; applying Delaware internal-affairs law, that purpose was not proper, so mandamus was unavailable.


State ex rel. Pillsbury v. Honeywell, Inc., 291 Minn. 322, 191 N.W.2d 406 (Minn. 1971)