Anderson v. Cleveland-Cliffs Iron Co.

87 N.E.2d 384 (1948)

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Anderson v. Cleveland-Cliffs Iron Co.

Ohio Court of Common Pleas
87 N.E.2d 384 (1948)

  • Written by Heather Whittemore, JD

Facts

The former Cleveland-Cliffs Iron Company (the former iron company) (defendant) issued shares of preferred stock. The agreement governing the preferred shares provided that the preferred shareholders would receive a liquidation preference if the former company dissolved, liquidated, or wound up. The boards of directors and majority shareholders of the former company agreed to consolidate the former company’s assets with the assets of the Cliffs Corporation, forming a new Cleveland-Cliffs Iron Company (the new iron company). A group of preferred shareholders of the former iron company (the plaintiff shareholders) (plaintiffs) opposed the consolidation and filed a lawsuit in Ohio state court seeking to invalidate the consolidation. The plaintiff shareholders also requested specific performance of their preferred-share agreements, allowing them to receive the liquidation preference for their preferred shares.

Rule of Law

Issue

Holding and Reasoning (McNamee, J.)

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