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Corporations Keyed to O’Kelley
Coggins v. New England Patriots Football Club, Inc.
Citation:
492 N.E.2d 1112 (1986)Facts
On November 18, 1959, William H. Sullivan, Jr. purchased an American Football League franchise. Sullivan had effective control of the corporation from its inception until 1974. In November, 1975, Sullivan succeeded in obtaining ownership or control of all 100,000 of the voting shares of the corporation, by that time renamed the New England Patriots Football Club, Inc. On October 20, 1976, Sullivan organized a new corporation called the New Patriots Football Club, Inc (New Patriots). The boards of directors of the Old Patriots and the New Patriots executed an agreement of the merger of the two corporations, providing that, after the merger, the voting stock of the old Patriots would be extinguished, the nonvoting stock would be exchanged for cash at the rate of $15 a share, and the name of the New Patriots would be changed to the name formerly voting shares of the Old Patriots in return for 100% of the New Patriots stock. David A. Coggins was the owner of ten shares of nonvoting stock in the Old Patriots. Coggins voted against the merger and commenced this suit on behalf of those stockholders, who like himself, believed the transaction to be unfair and illegal.
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