(DOWNLOAD) "Johnson v. Abney Mills" by South Carolina Supreme Court ~ eBook PDF Kindle ePub Free
eBook details
- Title: Johnson v. Abney Mills
- Author : South Carolina Supreme Court
- Release Date : January 11, 1951
- Genre: Law,Books,Professional & Technical,
- Pages : * pages
- Size : 55 KB
Description
April 11, 1951. This appeal is concerned with the content of appellant's answer. In the complaint of respondent, served on January 20, 1950, he alleges that he is the holder of a certificate evidencing ownership of ten shares of common stock of no par value of a former South Carolina corporation known as Brandon Corporation, was thereby entitled to a pro rata of the profits and to vote at stockholders' meetings; Brandon Corporation, The Abney Mills and Belton Mills merged in November, 1949, under the provisions of Section 7757 et seq. of the Code of 1942; four named persons were directors in all three of the corporations whereby, quoting from the complaint, ""plaintiff's interest as a shareholder in Brandon was subject to abuse,"" and one of them was president of all three; shareholders in Brandon were entitled to receive in exchange for their former shares preferred stock of the new corporation at a stated rate per former share, with limited voting rights; plaintiff received notice, etc., of the stockholders' meeting, but in view of the majority ownership by Abney Mills of the stock of Brandon, he believed it futile to vote against the proposed merger, but telegraphed the president of the corporation authorizing him to vote as plaintiff's proxy against the plan; the proxy was not used and the shares not voted, but the plan would have been adopted anyway; it is not the intention of the cited code section that a merger be effected in the manner set forth in the complaint which would deprive plaintiff of his property without due process of law by requiring him to surrender his shares in exchange for preferred stock with limited voting rights; plaintiff has declined to acquiesce in the merger and has not surrendered his stock or accepted dividends upon the new preferred stock because he would be entitled to greater dividends on the old stock and able to vote at stockholders' meetings, and has now elected to avail himself of the provisions of code Section 7759 relating to the rights of dissenting stockholders. The prayer of the complaint is that the merger agreement be adjudged null and void, the former Brandon Corporation be held to be still in existence; that the plaintiff be awarded dividends on his stock; that section 7757 be construed as not authorizing the described merger or that it be held to be in violation of article 14, section 1, of the Constitution of the United States and article 1, section 5, of the State Constitution.