By amendment of its certificate of incorporation, defendant conferred upon its outstanding preferred stock voting rights equal to those of the common. This alteration reduced the voting interest of the plaintiff's fifty shares of common stock from an approximately 1/33,000 to 1/36,000 part. Plaintiff, who at all times had opposed adoption of the amendment, instituted proceedings under a provision of the New York Stock Corporation Law awarding to dissenting stockholders the right to an appraisal of and payment for their stock "if the certificate . . . abolishes any voting right of the holders of shares of any class or limits their voting rights," except as such rights "may be limited by the voting rights given to new shares of any class authorized by the certificate." The Appellate Division unanimously affirmed an order of the Supreme Court at Special Term denying the appraisal on the ground that any limitation of the plaintiff's voting rights was so insignificant as to be described as de minimus. On appeal, held, reversed. Granting the preferred stock voting rights altered, diminished and thus limited the voting power of the common; consequently an appraisal must be granted. Marcus v. R.H. Macy & Co., (N.Y. Ct. App. 1947) 74 N.E. (2d) 228.
Edwin F. Uhl S.Ed.,
CORPORATIONS - CERTIFICATE OF AMENDMENT CONFERRING VOTING RIGHTS ON OUTSTANDING PREFERRED STOCK-REMEDY OF NON-ASSENTING COMMON STOCKHOLDER UNDER NEW YORK APPRAISAL STATUTE,
Mich. L. Rev.
Available at: https://repository.law.umich.edu/mlr/vol46/iss6/13