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Business Organizations Keyed to Macey
Zion v. Kurtz
Citation:
405 N.E.2d 681 (1980)Facts
Harold Kurtz formed a Delaware corporation, Lombard-Wall Group, Inc. Group acquired all of the stock of Lombard-Wall Incorporated in transaction in which Abraham Zion made available assets that were used as security for a loan to finance the acquisition. Zion acquired all of the Class A stock of Group while Kurtz continued to own all of the Class B stock. They also executed a shareholders’ agreement which provided that without the consent of the holders of the Class A stock, Group would not engage in any business or activities of any kind. Group’s board approved the agreements over Zion’s objection. Zion brought this suit to cancel the agreements as violating the shareholders’ agreement.
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