William H. Sullivan, Jr. gained control of the New England Patriots Football Club (Patriots) by forming a separate corporation (New
William H. Sullivan, Jr. gained control of the New England Patriots Football Club (Patriots) by forming a separate corporation (New Patriots) and merging it with the old one. Plaintiffs are a class of stockholders who voted to accept New Patriots’ offer of $15 a share for their common stock in the Patriots’ corporation. They now claim that they were induced to accept this offer by a misleading proxy statement drafted under the direction of Mr. Sullivan, who owned a controlling share in the voting stock of the Patriots at the time of the merger. The proxy statement, plaintiffs claim, contained various misrepresentations designed to paint a gloomy picture of the financial position and prospects of the Patriots, so that the shareholders undervalued their stock. They seek to rescind the merger or to receive a higher price per share for the stock they sold. Does the court have the authority to rescind under Section 14? [Pavlidis v. New England Patriots Football Club, 737 F.2d 1227 (1st Cir. 1984)]Common Stock
Common stock is an equity component that represents the worth of stock owned by the shareholders of the company. The common stock represents the par value of the shares outstanding at a balance sheet date. Public companies can trade their stocks on... Corporation
A Corporation is a legal form of business that is separate from its owner. In other words, a corporation is a business or organization formed by a group of people, and its right and liabilities separate from those of the individuals involved. It may...
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