CORPORATIONS-STANDARD OF VALUATION OF DISSENTERS' STOCK UNDER APPRAISAL STATUTES
Matsch S.Ed., Richard P.
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Abstract
It was a well established rule at common law that fundamental changes in the character of a corporate enterprise could be accomplished only with the consent of all of the stockholders. However, the growth and development of modem corporations necessitated abrogation of this rule of unanimity. As a result, state legislatures enacted statutes authorizing consolidations and mergers with the consent of only a prescribed majority of the shareholders. It was recognized that for business convenience, the majority group must have power to determine the future course of the corporation's business and yet the individual stockholder should not be forced to remain in an enterprise substantially different from that in which he had originally invested.
Therefore, provisions were adopted effecting a compromise between these divergent interests by giving the dissenters an opportunity to withdraw from the corporation and to receive payment of the appraised value of their shares.