This section contains the nature of the case and procedural background.

Security First (D) is a Delaware corporation. U.S Die Casting (P) is a record holder of approximately 5% of D's common stock. On September 1, 1994, D entered into a Merger Agreement with Mid Am, Inc. and much larger regional bank and holding company. Mid Am filed statements with the SEC fixing the value of the merger at $79 million. After the announcement of the merger, the fair market value of D's stock increased significantly. The Merger Agreement had termination clauses and required D to pay a termination fee of $2 million plus third party expenses not to exceed $250,000 contingent upon the occurrence of certain events within one year after termination. In December 1994, the merger fell apart. D alleges that it was because there were fundamental differences between D's and Mid Am's management direction and philosophy. The trigger on the $2 million payout was not hit. D still agreed to pay $275,000 to Mid Am and the additional $2 million within one and a half years of the Termination Agreement of an event listed in Section 9.05. After the termination agreement was disclosed, the value of Ds' common stock fell significantly and has not rebounded. P then submitted a written demand to D to inspect all of D's books and records related to the Mid Am merger. D refused to comply. The trial court allowed the inspection. D appealed.

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