Whistleblower Claim Stands
A former senior vice president, who was also a minority shareholder in the company, filed an action against his employer and its chief executive officer alleging violations of the Whistleblowers' Protection Act (WPA) and the Business Corporations Act (BCA). He complained of the manner in which shareholders' meetings were conducted and the alleged denial of access to review corporate books and records. Following dismissal of his claim, the Rhode Island Supreme Court held as a matter of first impression, shareholder meetings and maintenance of books and records were “internal affairs” of the corporation and not subject to regulation by the state. Notwithstanding this ruling the court found the former employee sufficiently alleged a WPA claim related to his termination.