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HelioLink Corporation has authorized capital stock and a board that adopts by-laws restricting access to internal memoranda and other non-public documents. A stockholder, Lia Cruz, who owns 3,000 shares (3% of outstanding), requests access to minutes, internal memoranda, and budgets to investigate alleged mismanagement. Management refuses to disclose, citing confidentiality. Lia sues to compel disclosure. (a) Identify the doctrine protecting stockholders right to information and state its essential elements. (b) Apply the doctrine to the facts and discuss what remedies would be available if disclosure is denied.