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Business Planning Keyed to Gevurtz
Alpert v. 28 Williams Street Corp.
Citation:
473 N.E.2d 19, 483 N.Y.S.2d 667, 63 N.Y.2d 557 (1984)Facts
Since 1955, a valuable 17-story office building in Manhattan was owned by 79 Realty Corporation, with approximately two-thirds of shares held by the Kimmelmans and Zauderers (directors and officers), 26% owned by plaintiffs, and the remainder by non-parties. In 1980, defendants formed Madison 28 Associates to purchase the building and created 28 Williams Street Corporation as the nominal purchaser of the controlling block of shares. After acquiring control, defendants replaced the directors with Madison partners and approved a merger plan that would eliminate minority shareholders through a cash buy-out. The merger was approved at a shareholders meeting, and within a month, Realty Corporation was dissolved with title to the building transferring to Madison Associates. Plaintiffs rejected offers to purchase their shares and sought to enjoin the merger, later amending their complaint to request rescission. They argued the merger lacked legitimate business purpose, was tainted by conflict of interest, failed to disclose essential financial information, and undervalued their shares.
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