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Business Associations Keyed to Epstein, 5th Ed.
Coggins v. New England Patriots Football Club, Inc.
Citation:
492 N.E.2d 1112 (1986)Facts
In 1959, William Sullivan purchased an American Football League franchise for $25,000, later organizing a corporation with nine other investors. In 1960, the corporation sold 120,000 shares of nonvoting common stock to the public. By 1974, Sullivan had increased his ownership but was ousted from control by other voting stockholders. In 1975, Sullivan borrowed approximately $5.3 million to purchase all 100,000 voting shares and regain control. As a condition of these loans, Sullivan was to use corporate income to repay his personal debt. To accomplish this, Sullivan needed to eliminate the nonvoting shareholders. In 1976, Sullivan created a new corporation and executed a merger agreement providing that nonvoting shareholders would receive $15 per share. The merger was approved and consummated in January 1977. David Coggins, who had purchased ten shares in 1967, voted against the merger and brought this class action, claiming the transaction was unfair and illegal.
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