Extent of the Legislature's Reserve Power to Change Common Law Attributes of Corporations

Hayes, Edward R.

Journal: Vanderbilt Law Review

Volume: 13

First Page: 261

Year: 1959

Bluebook Citation: 13 VAND. L. REV. 261 (1959)

Author: Edward R. Hayes: all 5 publications


Abstract

Does a stockholder have a right, at common law, to dissent and have his stock repurchased when his corporation purchases the assets of another business? If he does, is this a common law attribute of corporations? What other common law attributes may there be? To what extent has a legislature power to alter or modify these attributes, or to authorize alteration or modification by the holders of a majority of a corporation's stock?

The discussion will be directed first to what attributes a corporation has apart from those bearing on its relations with its stockholders; next, to what attributes are connected with that relationship; then, to what powers the legislatures may have to affect those attributes; and thereafter, to consider whether the two cases introducing this article are in conflict and how legitimate complaints of minority stockholders might better be handled.

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