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Corporations Keyed to Rhee
Bove v. Community Hotel Corp. of Newport, R.I.
Citation:249 A.2d 89 (R.I. 1969)
Community Hotel was incorporated for the stated purpose of erecting, maintaining, operating, managing and leasing hotels. Its authorized capital stock consists of 6,000 shares of $100 par value six per cent prior preference cumulative preferred stock, and 6,000 shares of no par common stock of which 2,106 shares are issued and outstanding. The plaintiffs as well as the individual defendants are holders and owners of preferred stock. Newport was organized at the request of the board of directors of Community Hotel solely for the purpose of effectuating the merger which is the subject matter of this action. Its authorized capital stock consists of 80,000 shares of common stock, par value $1.00, of which only one share has been issued, and that to Community Hotel for a consideration of $10. The essentials of the merger plan call for Community Hotel to merge into Newport, which will then become the surviving corporation. Although without assets, Newport will, if the merger is effectuated, acquire the sole ownership of all the property and assets now owned by Community Hotel.
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