A shareholder is not entitled to receive and copy commercial documents even against an NDA

A company with about 1,000 shareholders sought to enter an investment agreement with an external investor and to make a self-purchase of shares. Some of the shareholders requested to copy certain commercial documents relating to the core of the company's commercial activities, in order to prepare for the general meeting for approval of the transaction. The shareholders agreed to sign a confidentiality obligation against the right to copy the documents.
The Court held that shareholders are entitled to review the company's documents but not to copy such. A shareholder may review company documents as long as his right to do so is not restricted by the company. The company may limit review of documents if the intentions of the shareholder are not for the benefit of the company or in order to protect trade secrets. As for obtaining copies or photocopying documents, a shareholder may receive only basic documents, such as articles of association, minutes of meetings, registries of shareholders and directors and in some cases, annual reports. A confidential undertaking of a shareholder will not be sufficient for obtaining copies of documents that a shareholder is not permitted to copy, due to the ease with which information may be leaked in our days. In this case, the shareholders received the required materials as part of the summons to the meeting and also received unlimited disclosure rights of company documents and are thus not entitled to copy any commercial documents even against an NDA.