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Business Organizations Keyed to Chasalow, 3rd Ed.
Cheff v. Mathes
Citation:
199 A.2d 548 (1964)Facts
Holland Furnace Company manufactured warm air furnaces and heating equipment, employing approximately 8,500 people with 400 branch sales offices in 43 states. The company had experienced declining sales from 1948 to 1956. In mid-1957, Arnold Maremont, chairman of Motor Products Corporation, began purchasing significant amounts of Holland stock on the open market. By August 1957, Maremont had acquired approximately 100,000 shares and demanded a seat on Holland’s board of directors. According to testimony, Maremont indicated he believed Holland’s direct retail sales organization was obsolete and suggested changing the company’s sales methods. The Holland board conducted an investigation of Maremont, receiving reports suggesting he had previously been involved in liquidations or quick sales of acquired companies. The board expressed concern about employee unrest and the potential threat to Holland’s business model. In October 1957, Holland’s board authorized the purchase of 155,000 shares from Motor Products at $14.40 per share, a price above the current market value. The stated justification was to protect corporate policy, though minutes from earlier meetings had mentioned a stock option plan.
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