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Honigman v. Green Giant Co.

United States District Court for the District of Minnesota
208 F. Supp 754 (1961)

Written by Kelly Simon, JD

Facts

Edith Honigman (plaintiff) owned 1,570 shares of Class B stock in Green Giant Company (defendant). In 1960, a recapitalization plan was submitted to the voting Class A shareholder and to the nonvoting Class B shareholders. Pursuant to the plan, Class A and Class B shares would be exchanged for a new class of voting common stock. Each Class A share would be exchanged for 10 shares of convertible common stock, each of which would convert annually into 100 shares of the new voting stock. Each Class B share would be exchanged for one share. The recapitalization plan was approved by 100 percent of Class A shareholders and over 92 percent of Class B shareholders. Honigman filed suit on behalf of herself, all Class B shareholders, and derivatively on behalf of the corporation. Honigman argued that the issuance of the premium stock to Class A shareholders was unfair, illegal, and void because no consideration had been given by the Class A shareholders in return for the convertible shares and the allotment of shares to the Class A shareholders were unfair.

Rule of Law

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Issue

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Holding and Reasoning (Nordbye, J.)

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