Corporations Keyed to Klein
Coggins v. New England Patriots Football Club, Inc
Facts
Defendant president, William Sullivan, Jr., bought the New England Patriots in 1959 for $25,000. Four months later, he had nine others buy into the team for $25,000 each, and each of the ten owners was given 10,000 shares. Another four months later, 120,000 nonvoting shares were issued for $5 each. In 1974 the other owners removed Sullivan from his presidency but by November of 1975, after securing a personal loan for over $5 million, he owned all 100,000 voting shares (at $102 per share) and put in his own directors. The loan required Sullivan to use the Defendant corporation’s profits and assets to repay the loan, but he could not do this without complete ownership. Sullivan then created a second corporation, appointed the same directors, and then voted to merge the two companies into the new one. The shareholders of the old company would receive $15 per share. Plaintiff was a fan of the team and proudly owned ten shares of the corporation. Plaintiff brought this act ion after he was forced to sell his shares pursuant to a freeze-out merger initiated by directors who, he asserted, violated their fiduciary duties when they voted while holding directorships for both companies. Defendants argued that each class of shares approved of the merger.
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