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Question
XYZ Manufacturing, Inc. is a Philippine corporation with common shares. A minority stockholder, Ms. Lara de Guzman, holding 4.0% of the outstanding shares, requests access to the following corporate records: (i) minutes of the board meetings and governance committees, (ii) the stock ledger, (iii) the annual financial statements, (iv) internal audit reports, and (v) correspondence between the board and external counsel regarding governance and related-party matters, including ongoing negotiations with a potential acquirer. The board refuses, citing confidentiality and potential harm to ongoing negotiations. The stockholder contends a fundamental right to information and to inspect corporate records as a stockholder. (a)Identify the fundamental right implicated. (b)State the controlling rule and the scope of that right, including any limits or balancing interests. (c)Apply the rule to these facts: should the court compel disclosure or uphold the board's refusal? Explain the reasoning and the likely remedy.