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Corporations Keyed to Hazen
Matteson v. Ziebarth
Citation:
242 P.2d 1025 (1952)Facts
On May 18, 1950, the directors of Ziebarth Corporation and Snowy, Incorporated, approved a merger agreement between the two corporations. In the merger, stockholders of Ziebarth Corporation were to receive one share of twenty-cent par value callable preferred stock of Snowy, Incorporated, for each share of Ziebarth Corporation common stock owned by them. On the same day, Ziebarth signed an instrument advising three minority stockholders of Ziebarth Corporation other than Matteson that he was giving them an option to purchase common stock of Snowy, Incorporated. The instrument provided that they could purchase from Ziebarth, at the par value of thirty cents each. Matteson then instituted this suit, contending that the merger is of a kind not contemplated by law because one of the corporations was organized immediately prior to the merger for the sole purpose of the merger. This has reference to the incorporation of Snowy, Incorporated, for the express purpose of merging with and absorbing Ziebarth Corporation.
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