For Your Data Zeitlin V. Hanson Holdings, Inc. Example Brief
November 07, 2020
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Zeitlin v. Hanson Holdings, Inc. illustration brief summary
48 N.Y.2d 684
SYNOPSIS: Appellant minority shareholder challenged an companionship of the Appellate Division of the Supreme Court inwards the First Judicial Department (New York), which affirmed partial summary judgment to respondent corporation inwards appellant minority shareholder's activity contending that minority stockholders were entitled to part every bit whatever premium paid for controlling shares.
FACTS:
-Plaintiff owned 2% of Gable Industries, Inc.
- Defendants owned 44.4% of the outstanding shares which they sold to Flintkote Co. for $15, giving Flintkote the controlling majority.
-The opened upward marketplace position value of the shares was $7.38 per share. Plaintiff brought this action, believing all of the Gable shareholders were entitled to the premium paid yesteryear Flintkote.
-Appellant minority shareholder filed conform against accused corporation together with others contending that minority stockholders were entitled to an chance to part every bit inwards whatever premium paid for a controlling involvement inwards the corporation.
-The lawsuit courtroom granted accused corporation's motility for partial summary judgment, together with appellant minority shareholder sought review.
-The courtroom on appeal affirmed, together with appellant minority shareholder challenged the ruling.
HOLDING:
The reviewing courtroom determined that adoption of such a dominion would profoundly deport upon the fashion inwards which controlling stock interests were transferred.
ANALYSIS:
-It would require, essentially, that a controlling involvement live on transferred alone yesteryear agency of an offering to all stockholders, i.e., a tender offer.
-The courtroom held that such a dominion would live on opposite to existing constabulary together with concluded that if together with hence radical a alter was to live on effected it would best live on done yesteryear the legislature.
RULE:
-Absent bad organized faith such as corporate looting of assets or a conversion of a corporate opportunity, a political party tin buy a controlling part of a corporation at a premium cost without extending a tender offering to all shareholders.
OUTCOME: Partial summary judgment for respondent corporation together with others was affirmed because appellant minority shareholder proposed adoption of a dominion requiring a tender offering for the sale of controlling shares, that would live on such a radical change, it would live on best done yesteryear the legislature.
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48 N.Y.2d 684
SYNOPSIS: Appellant minority shareholder challenged an companionship of the Appellate Division of the Supreme Court inwards the First Judicial Department (New York), which affirmed partial summary judgment to respondent corporation inwards appellant minority shareholder's activity contending that minority stockholders were entitled to part every bit whatever premium paid for controlling shares.
FACTS:
-Plaintiff owned 2% of Gable Industries, Inc.
- Defendants owned 44.4% of the outstanding shares which they sold to Flintkote Co. for $15, giving Flintkote the controlling majority.
-The opened upward marketplace position value of the shares was $7.38 per share. Plaintiff brought this action, believing all of the Gable shareholders were entitled to the premium paid yesteryear Flintkote.
-Appellant minority shareholder filed conform against accused corporation together with others contending that minority stockholders were entitled to an chance to part every bit inwards whatever premium paid for a controlling involvement inwards the corporation.
-The lawsuit courtroom granted accused corporation's motility for partial summary judgment, together with appellant minority shareholder sought review.
-The courtroom on appeal affirmed, together with appellant minority shareholder challenged the ruling.
HOLDING:
The reviewing courtroom determined that adoption of such a dominion would profoundly deport upon the fashion inwards which controlling stock interests were transferred.
ANALYSIS:
-It would require, essentially, that a controlling involvement live on transferred alone yesteryear agency of an offering to all stockholders, i.e., a tender offer.
-The courtroom held that such a dominion would live on opposite to existing constabulary together with concluded that if together with hence radical a alter was to live on effected it would best live on done yesteryear the legislature.
RULE:
-Absent bad organized faith such as corporate looting of assets or a conversion of a corporate opportunity, a political party tin buy a controlling part of a corporation at a premium cost without extending a tender offering to all shareholders.
OUTCOME: Partial summary judgment for respondent corporation together with others was affirmed because appellant minority shareholder proposed adoption of a dominion requiring a tender offering for the sale of controlling shares, that would live on such a radical change, it would live on best done yesteryear the legislature.
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Interested inwards learning how to boot the bucket the peak grades inwards your constabulary schoolhouse classes? Want to acquire how to written report smarter than your competition? Interested inwards transferring to a high ranked school?