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Business Organizations Keyed to Macey
Donahue v. Rodd Electrotype Co.
Citation:
328 N.E.2d 505 (1975)Facts
Various stock purchases left Harry Rodd in control of Royal of New England. He assumed the presidency of the company in 1955. Joseph Donahue was the only minority stockholder but never participated in the management aspect of the business. In June, 1960, the company was renamed the Rodd Electrotype Company of New England, Inc. A special board meeting convened on July 13, 1970. Harry Rodd resigned his directorship of Rodd Electrotype. The remaining incumbent directors, Charles Rodd and Harold E. Magnuson, elected Frederick Rodd to replace his father. The three directors then authorized Rodd Electrotype’s president to execute an agreement between Harry Rodd and the company. Plaintiff claims that the corporate purchase of Harry Rodd’s shares as an unlawful distribution of corporate assets to controlling shareholders.
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