A REAPPRAISAL OF APPRAISAL STATUTES

Two recent cases, under two of the most carefully framed corporation statutes, have raised again the question of what to do with the shareholder who dissents from fundamental change in his corporation. The appraisal statutes were devised to meet this problem by giving the shareholder, in the limited number of fundamental changes stated in the statute, the right to demand the fair, cash or market value of his share and retire from the company. The statutes of two states have given him this right as almost the exclusive means of protecting his interest in the company if he is dissatisfied with what the majority shareholders have done. The remaining statutes have left available, at least inferentially, equitable remedies which existed before these special statutes were framed.

It is the intent of the writer to examine the two cases mentioned, to explore possible paths toward solution, and to suggest a way out.