Is it a fiduciary duty of a publicly held corporation to provide shareholders with an accurate and complete record of how the corporation is spending its assets?

The importance of this right to information is recognized by the statutes and rules that govern the operation of a publicly held corporation. Indeed, the officers of a publicly held corporation are legally obligated to keep and to maintain books and records which "accurately and fairly reflect the transactions and dispositions of the assets" of the corporation. 15 U.S.C. Sec. 78m(b)(2)(A); 17 C.F.R. Sec. 240.1362-1; cf. United States v. Siegel, 717 F.2d 9, 14 (2d Cir.1983) (mail fraud violation when "a fiduciary fails to disclose material information 'which he is under a duty to disclose to another under circumstances where the non-disclosure could or does result in harm to the other' ") (citations omitted). The provision of complete information protects a shareholder's investment--a clear property interest. In the event that a stockholder disagrees with a corporation's actions, steps can be taken to prevent such further activity or the shares can be sold. When intentionally deprived of accurate information regarding how corporate assets are being spent, a shareholder's investment is placed at great risk. If corporate officers and directors, and those acting in concert with them, were free to conceal the true nature of corporate transactions, it is conceivable that the assets of the corporation could be so dissipated as to render a shareholder's investment valueless.