CORPORATIONS-APPRAISAL STATUTES-TIME WITHIN WHICH DEMAND FOR APPRAISAL MUST BE MADE

Authors

Myron J. Nadler S.Ed., University of Michigan Law SchoolFollow

Abstract

A resolution to merge the corporation in which plaintiff held shares with defendant corporation was adopted by the shareholders over plaintiff's objection. Eight days later, plaintiff made written demand on defendant corporation for payment of the fair value of his shares. The statute required that such demand be made upon the surviving corporation "within twenty days after the merger . . . was effected," and provided that a merger became effective upon issuance of a certificate of merger by the Department of State. The articles of merger were not promptly filed and the certificate of merger did not issue until 42 days after the plaintiff's demand was received. The court below dismissed plaintiff's petition for appointment of appraisers to fix the value of his shares, construing the phrase, "within twenty days after the merger . . . was effected," as fixing both the beginning and the end of the period in which demand must be made. On appeal, held, reversed. Since the statute fixed the ending date only, plaintiff was entitled to demand payment of the fair value of his shares at any time after the shareholders approved the plan of merger and before the expiration of twenty days after the merger was effected. Duddy v. Conshohocken Printing Co., (Pa. 1948) 60 A. (2d) 394.

Recommended Citation

Myron J. Nadler S.Ed., CORPORATIONS-APPRAISAL STATUTES-TIME WITHIN WHICH DEMAND FOR APPRAISAL MUST BE MADE, 47 Mich. L. Rev. 273 (1948).
Available at: https://repository.law.umich.edu/mlr/vol47/iss2/13