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Abstract

A owned 500 shares of preferred stock which was subject to redemption, by the terms of the certificate of incorporation, at, the "book value of the stock as shown by the last annual statement of assets and liabilities of the company submitted to and approved by the board of directors." The board voted to redeem at a price which by reference to the statement was fixed at $323.21 per share. A's bill alleged among other things that this was an artificial and undervalued estimate; that the directors had fraudulently approved the statement for their benefit as common stockholders; that the actual value was $1250 per share, and prayed for a true evaluation by a master and an order to purchase at that price. On demurrer, held, on the question of book value, that the stockholder could challenge only the exercise of judgment by the directors in fixing the book value. Corbett v. McClintic-Marshall Corp. (Del. 1930) 151 Atl. 218.

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