Madison Associates purchased control of the majority of shares of 79 Realty Corp. from the Kimmelmans and the Zauders, who then resigned as directors. The Alpert group, which owned the remaining 26 percent of 79 Realty refused to sell their shares. Partners of Madison Associates replaced the Kimmelmans and Zauders as directors of 79 Realty Corp., and as controlling directors, they approved a plan to merge 79 Realty Corp. with the Williams Street Corp., which was owned by Madison Associates. A shareholders’ meeting was called, and the merger was approved by two-thirds of the shareholders. The Alpert group’s shares were then forcibly canceled, with the price paid for these shares determined at their fair market value. The Alpert group brought suit contending the merger was unlawful because the sole purpose was to benefit the Madison Associates. Decide. [Alpert v. 28 Williams Street Corp., 473 N.E.2d 19 (N.Y.)]
Answer to relevant QuestionsThe Seabrook Island Property Owners Association, Inc., is a nonprofit corporation organized under state law to maintain streets and open spaces owned by property owners of Seabrook Island. Seabrook Island Co. is the ...Six members of the Weston family, who owned 6.8 percent of the stock of Weston Paper and Manufacturing Company, brought suit against three corporate directors and CFIS, a firm hired by the company to make the annual ...Gladys Boles and 28 other owners of property at Hidden Valley Lakes Development sued the corporate developer, National Development Co. Inc. (NDC); NDC’s parent, Sunstates Corporation; and the individual behind both ...Corporation A was involved in merger discussions with Corporation B. During this time, Corporation A made public statements denying that any merger negotiations were taking place or that it knew of any corporate developments ...J. C. Cowdin, a director of Curtis-Wright Co., phoned Robert Gintel, a partner of Cady, Roberts & Co., a stock brokerage house, and advised him that Curtis-Wright's quarterly dividend had been cut. Gintel immediately entered ...
Post your question