CORPORATIONS - DISSENTING STOCKHOLDER'S SUIT -CONDITIONAL DECREE

Authors

Abstract

The directors and majority stockholders of a Minnesota mining corporation which. needed financing were also the directors and majority stockholders of another Minnesota mining corporation which had a large surplus. They decided to consolidate the two in order to finance the one, offering the stockholders of each corporation a share for share exchange, which would result in the stockholders of the unsuccessful corporation having a 9/16 control of the consolidated corporation. Dissenting stockholders, holding 18/100 of 1% of the total stock in the successful corporation, brought a bill to restrain the consolidation and to have a receiver appointed to take possession of the property and to recover such as had been transferred to the new corporation. Held, the division proposed was unfair to the stockholders of the successful corporation; but the plaintiffs will be fairly treated if they are given the highest value, market or intrinsic, between the date of the consolidation and the date of the trial, or, at their election, the stock of the new corporation on a fair basis. If they refuse both, judgment against them on the merits. If the defendants do not accept these terms, relief will be granted as prayed. Paterson v. Shattuck Arizona Copper Co., (Minn. 1932) 244 N. W. 281.

Recommended Citation

CORPORATIONS - DISSENTING STOCKHOLDER'S SUIT -CONDITIONAL DECREE, 31 Mich. L. Rev. 1157 (1933).
Available at: https://repository.law.umich.edu/mlr/vol31/iss8/16