CORPORATIONS-APPRAISAL STATUTES-EXCLUSIVENESS OF STATUTORY REMEDY
Worth, William R,
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- 1958Gordon v. Public Service Co. N.H.
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Abstract
Defendant corporation's charter provided for retirement 'of preferred stock at par plus accumulated dividends, before payment could be made to common stockholders, in the event of dissolution or "recapture" of its assets by the enfranchising city. Under authority of a majority vote of its stockholders, the corporation conveyed all its assets to defendant City of Quincy, the enfranchising city. Defendants offered to pay preferred stockholders only $150 per share, although par plus accumulated dividends amounted to $205 and some common stockholders had already received $5 per share. Plaintiffs, preferred stockholders, sued to secure full payment, but the trial court held that their only remedy was assertion of the statutory right to appraisal and payment.
On appeal, held, reversed. The statutory remedy is not exclusive when the distribution agreement is in fraud of stockholders' rights. Opelka v. Quincy Memorial Bridge Co., (Ill. App. 1948) 82 N.E. (2d) 184.