Clark v. Pattern Analysis and Recognition Corp.

87 Misc. 2d 385, 384 N.Y.S. 2d 660 (1976)

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Clark v. Pattern Analysis and Recognition Corp.

New York Supreme Court
87 Misc. 2d 385, 384 N.Y.S. 2d 660 (1976)

Facts

Pattern Analysis and Recognition Corp. (PAR) (defendant) sought to implement a recapitalization plan in which its stock would be reduced on a ratio of 4,000 shares for every one new share. Because the reduction had the potential to leave some shareholders with fractional amounts—i.e., less than one share—PAR required the sale of fractional shares with or without the consent of any fractional shareholders so that no fractional shares could be held in the future. A group of minority shareholders (plaintiffs) brought suit in the New York Supreme Court and moved to preliminarily enjoin the recapitalization.

Rule of Law

Issue

Holding and Reasoning (Stone, J.)

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