Gannon v. Baker’s Empirical Analysis

Citation profile

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 3 citing decisions cite the case generally; a passage count includes only decisions quoting that exact language verbatim.

1. “While appraisal is generally the exclusive remedy to a dissenting shareholder, it is not the exclusive remedy available when there is fraud in the transaction. See Tex. Bus. Corp. Act ANN. art. 5.12 Comment of Bar Committee — 1967 (Vernon 1980). The allegation that Baker failed to disclose material information and engaged in self-dealing in distributing corporate assets are allegations of fraud in the transaction. The Texas Bar Committee stated its intention that a dissenting shareholder invoking the “exclusive” remedy of appraisal should not be precluded from challenging the regularity of the corporate reorganization. Id. Therefore, Gannon is entitled to receive payment from the corporation in the amount of the fair value of his stock. In addition, if Gannon proves there was fraud or irregularity in the sale of assets that affected the fair value of his stock, he may recover special damages from the corporation for the losses occasioned by the fraud or irregularity.”

   1 later decision quote this exact passage
   e.g. Hoggett v. Brown

2. “In the absence of fraud in the transaction, the remedy provided by this Article to a shareholder objecting to any corporate action referred to in Article 5.11 of this Act is the exclusive remedy for recovery of the value of his shares or money damages to such shareholder with respect to such corporate action; and if the existing, surviving, or new corporation, as the case may be, complies with the requirements of this Article, any such shareholder who fails to comply with the requirements of this Article shall not be entitled to bring suit for the recovery of the value of his shares or money damages to such shareholders with respect to such corporate action.”

   1 later decision quote this exact passage
   e.g. Hoggett v. Brown