Saline

Petitioner Joseph P. Saline, a member of the board of directors of real party in interest Commonwealth Energy Corporation (CEC), seeks a writ of mandate directing the trial court to vacate its order restricting Saline’s access to corporate records and directing that he keep the contents of the records confidential. Saline argues the order runs afoul of Corporations Code section 1602 and constitutes an unlawful prior restraint in violation of the First Amendment of the United States Constitution. CEC responds that the restrictions the court imposed are “just and proper” under Corporations Code section 1602, given Saline’s alleged misbehavior and conflicts of interest. We hold that the trial court failed to make the findings necessary to justify the limitation on Saline’s right to corporate documents and that a prior restraint on his speech has no legal basis. We therefore grant the petition.

I

Facts and Procedural Background

CEC is a provider of electrical energy services to consumers. A contentious dispute between CEC and its former chief executive officer, Fred Bloom, led to Saline’s election to the CEC board of directors in November 2000. CEC disputed Saline’s…