In re Harwirtz’s Empirical Analysis

Citation profile

1 federal appellate · 3 state decisions

Most-quoted passages

The sentences later courts lift from this opinion, ranked by how many decisions quote each — the parts of the opinion doing the work. These counts are smaller than the citation total above because most of the 9 citing decisions cite the case generally; a passage count includes only decisions quoting that exact language verbatim.

1. ““It is to be observed that preferred stockholders are not mentioned or pro vided for but only stockholders entitled to vote. Nonetheless, petitioners maintain that, as they view section 20 it does not limit appraisal rights to those stockholders who voted against the proposal but confers appraisal rights upon all stockholders except those who voted in its favor. Their theory appears to be that otherwise a large class of non-voting stockholders is left powerless to protect their interest and compels submission by them to a determination in which they have no voice; that a reasonable construction of section 20 indicates a legislative intention that a shareholder should not be required to continue in an altered enterprise not acceptable to him and that he should have the right to retire and be compensated, whether or not his status was such that he could vote against the change. This position sems to me to be untenable for if it was the legislative intent that section 20 should be applicable to non-voting stock and that non-voting stock should have the right to apply for appointment of appraisers as well as voting stock, then there was no need to include in section 20 the phrase ‘entitled to vote thereon’. This seems to me to indicate a clear legislative intent to confine and limit the rights to appraisal under section 20 to voting stock only and as indicating the exclusion of nonvoting shares.””

   1 later decision quote this exact passage
   e.g. 276 F. Supp. 674 - Duvall v. Moore