New Jersey Law Reports Volume 82

New Jersey Law Reports Volume 82

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This historic book may have numerous typos and missing text. Purchasers can usually download a free scanned copy of the original book (without typos) from the publisher. Not indexed. Not illustrated. 1912 edition. Excerpt: ... and well-settled law that a majority of the stockholders of a corporation cannot effect a consolidation with another corporation without unanimous consent, unless the right of consolidation has been conferred by legislation that may be read into the contract of incorporation. Colgate v. United States Leather Co., 5 Buch. 229. And, on familiar principles. a consolidation that is attempted to be made in violation of the rights of minority stockholders may at their instance be restrained by injunction, on the ground that it would violate their contract rights, and thus in effect take their property without their consent. We may concede, for the purposes of the argument, that the legislature, in furtherance of a public use, might authorize a consolidation to be made, at the will of a majority of the stockholders, notwithstanding the objection of the minority in interest, and without previous legislative authority that could be read into the contract of incorporation, provided provision were at the same time made for compensating the dissenters. And we might in such a case regard the action of the majority as amounting in effect to a taking of the property of the minority stockholders for public use, and deal with it as strictly and technically as would be proper in the case of proceedings taken to condemn the lands of an outside party for public use. But it does not seem to us that proceedings taken by a dissenting stockholder to have compensation for property that is wrested from him for a public use are to be construed with the like strictness. The same considerations that require strictness of procedure from a corporation that assumes to exercise the sovereign power of eminent domain against an unwilling property owner should, in logic, ..
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Product details

  • Paperback | 270 pages
  • 189 x 246 x 14mm | 485g
  • United States
  • English
  • black & white illustrations
  • 1236991699
  • 9781236991690