For Your Data Applestein V. United Board & Carton Corp. Illustration Brief
May 14, 2015
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Applestein v. United Board & Carton Corp. case brief summary
159 A.2d 146 (1960)
CASE FACTS
Plaintiff stockholders challenged the proposed transfer of all shares as well as assets of kickoff accused company to instant accused corporation, which would possess got included an supposition of all liabilities, a pooling of interests, full absorption of the kickoff company as well as dissolution of it, joinder of officers as well as directors from both corporations, retentivity of to a greater extent than or less personnel, as well as a give upward yesteryear the kickoff corporation's sole stockholder of his stock inwards telephone commutation for newly issued shares inwards the instant corporation. The parties filed cross-motions for summary judgment, as well as the sole effect earlier the courtroom was whether the activity constituted a merger.
DISCUSSION
CONCLUSION
The courtroom granted partial summary judgment as well as held that the corporate combination of 2 accused corporations was a practical or de facto merger as well as because plaintiff stockholders were entitled to live on notified as well as advised of their statutory rights of dissent as well as appraisal exactly defendants' corporate officers failed to possess got those steps, the corporate activity was invalid.
Recommended Supplements for Corporations as well as Business Associations Law
159 A.2d 146 (1960)
CASE SYNOPSIS
Plaintiff stockholders as well as accused company filed cross-motions for partial summary judgment on the effect of the validity of an understanding that amounted to a merger that entitled dissenting stockholders to an appraisal of their stock.CASE FACTS
Plaintiff stockholders challenged the proposed transfer of all shares as well as assets of kickoff accused company to instant accused corporation, which would possess got included an supposition of all liabilities, a pooling of interests, full absorption of the kickoff company as well as dissolution of it, joinder of officers as well as directors from both corporations, retentivity of to a greater extent than or less personnel, as well as a give upward yesteryear the kickoff corporation's sole stockholder of his stock inwards telephone commutation for newly issued shares inwards the instant corporation. The parties filed cross-motions for summary judgment, as well as the sole effect earlier the courtroom was whether the activity constituted a merger.
DISCUSSION
- The courtroom held that the corporate combination of both accused corporations was a practical or de facto merger inside the protective purview of N.J. Stat. Ann. § 14:12-7, as well as thus plaintiffs were entitled to possess got been notified as well as advised of their statutory rights of dissent as well as appraisal.
- The courtroom farther held that the failure of defendant's corporate officers to possess got taken those steps as well as to possess got obtained stockholder blessing of the understanding rendered the proposed corporate activity invalid.
CONCLUSION
The courtroom granted partial summary judgment as well as held that the corporate combination of 2 accused corporations was a practical or de facto merger as well as because plaintiff stockholders were entitled to live on notified as well as advised of their statutory rights of dissent as well as appraisal exactly defendants' corporate officers failed to possess got those steps, the corporate activity was invalid.
Recommended Supplements for Corporations as well as Business Associations Law