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Corporations Keyed to O’Kelley
Nixon v. Blackwell
Citation:
626 A.2d 1366 (1993)Facts
Plaintiffs are 14 minority stockholders of Class B, non-voting, stock of E.C. Barton & Co. The corporation occasionally offered to purchase the Class B stock of the non-employee stockholders through a series of self-tender offers. In November 1975, the Corporation established an employee stock ownership plan (ESOP) designed to hold Class B non-voting stock for the benefit of eligible employees of the corporation. The ESOP is a tax-qualified profit-sharing plan whereby employees of the corporation are allocated a share of the assets held by the plan in proportion to their annual compensation, subject to certain vesting requirements. The board from time to time paid modest dividends. Because the earnings were solid in many years and dividends relatively low, the retained earnings of the corporation continued to increase at a relatively high level. Plaintiffs challenged these corporate decisions as unfair to the minority.
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