Corporations Keyed to Klein
Zahn v. Transamerica Corp
Facts
A-F was a tobacco company that had as its principal asset leaf tobacco which they bought in late 1942 and early 1943 for $6,361,981. By April of 1943 the value of the tobacco was about $20 million. Defendant, a holding company, was the majority shareholder which entitled them to control nearly every aspect of A-F’s operations. Defendant converted all of their Class A stocks to class B stocks, and then called for a redemption of outstanding Class A stocks at $80.80 per share. The company’s charter allowed for the redemption, but the timing of it was suspicious because right after the redemption Defendant liquidated A-F. As a result, owners of Class A shares lost out on what Plaintiff valued to be a $240 per share return. Plaintiff redeemed some Class A shares, so Plaintiff sought equitable relief to turn in outstanding shares at $240 per share and sought the difference between the $80.80 and $240 for the redeemed shares. Defendant argued that they followed the corporate c harter when they voted for the redemption.
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