Community Hotel Corporation had paid no dividend on its preferred stock for 24 years. The arrearage totaled

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Community Hotel Corporation had paid no dividend on its preferred stock for 24 years. The arrearage totaled $645,000, or about $149 per share. Community Hotel wanted to be able to obtain additional capital. To do this, it incorporated a subsidiary corporation, Newport Hotel Corporation. It then proposed merging with the subsidiary under a plan that would eliminate the arrearage. It proposed converting each preferred share into five shares of common stock in Newport. Under Rhode Island’s corporation statute, the merger could be accomplished if two-thirds of each class of stockholders voted in favor of it. To amend the articles, on the other hand, required a unanimous vote of each class. Bove and some other preferred shareholders sought to enjoin the merger. Can Community Hotel eliminate the arrearage on the preferred stock through a merger with a subsidiary approved by less than all shareholders?

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...
Dividend
A dividend is a distribution of a portion of company’s earnings, decided and managed by the company’s board of directors, and paid to the shareholders. Dividends are given on the shares. It is a token reward paid to the shareholders for their...
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Law for Business

ISBN: 978-1259722325

13th edition

Authors: A. James Barnes, Terry M. Dworkin, Eric L. Richards

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