Smith v. Stone’s Empirical Analysis

Citation profile

4 district · 34 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 38 citing decisions cite the case generally; a passage count includes only decisions quoting that exact language verbatim.

1. ““It may be conceded that it is not within the lawful power of a majority of the stockholders of a solvent going corporation to sell its entire assets and property over the objection of a minority stockholder, unless such power is expressly conferred by law, in the absence of some exigency or a condition requiring that course to be pursued, the law being as stated in Cook on Corporations (6th Ed.) Vol. 2, Sec. 670, that a ‘dissenting stockholder may prevent the sale of all the corporate property where the corporation is a solvent going concern.’ But a different rule prevails when the corporation is an unprofitable and failing enterprise. (Id. and cases cited; Phillips v. Providence Steam-Engine Co., 21 R. I. 302, 43 Atl. 598 , 45 L. R. A. 560; Price v. Holcomb, 89 Ia. 123 , 56 N. W. 407 .) The rule in such case is stated in Noyes on Intercorporate Relations as follows: ‘The general rule that a majority cannot sell the entire assets of a prosperous corporation is based upon the principle that a majority cannot control corporate powers to defeat corporate purposes. It is subject to the exception that such, sale may be made as a step towards dissolution. The power of a majority to dispose of all the property of a losing corporation, however, is in furtherance of the purposes of the corporation and arises ex necessitate. When the further prosecution of the business of the corporation would be unprofitable, it is the duty, as well as the right, of the majority to dispose of its pro”

   1 later decision quote this exact passage
   e.g. Claus v. Farmers & Stockgrowers State Bank

2. ““The length of time during which a stockholder may delay in bringing his suit varies with each case, according to the circumstances of that case. The court requires that reasonable promptness be exercised so that large investments of new money or changes in the ownership of the stock or property may not be prevented or jeopardized by an unreasonable delay on the part of a stockholder in objecting to the transaction. ’ ’”

   1 later decision quote this exact passage
   e.g. Alger v. Brighter Days Mining Corp.