Kirschner Brothers Oil v. Natomas Co.
California Court of Appeal
299 Cal. Rptr. 899 (1986)
- Written by Rich Walter, JD
Facts
The boards of Natomas Company and Diamond Shamrock Corporation (defendants) agreed on a plan for their companies to merge. The merger plan called for Diamond Shamrock to set up a holding company, New Diamond, which would then form two subsidiaries, D Sub, Inc. and N Sub, Inc. D Sub would merge into Diamond Shamrock, and N Sub would merge into Natomas. New Diamond would issue common stock and exchange shares of that stock for common stock held by the common shareholders of Natomas and Diamond Shamrock. Because the directors deliberately made no mention of Natomas’s preferred stock, state law permitted the merger to proceed without the approval of Natomas’s preferred shareholders. As representative of those preferred shareholders, Kirschner Brothers Oil, Inc. (Kirschner) (plaintiff) sued Natomas and Diamond Shamrock, but the trial court denied Kirschner’s motion for an injunction blocking the merger. Kirschner appealed to the California Court of Appeal.
Rule of Law
Issue
Holding and Reasoning (Scott, J.)
What to do next…
Here's why 826,000 law students have relied on our case briefs:
- Written by law professors and practitioners, not other law students. 46,400 briefs, keyed to 991 casebooks. Top-notch customer support.
- The right amount of information, includes the facts, issues, rule of law, holding and reasoning, and any concurrences and dissents.
- Access in your classes, works on your mobile and tablet. Massive library of related video lessons and high quality multiple-choice questions.
- Easy to use, uniform format for every case brief. Written in plain English, not in legalese. Our briefs summarize and simplify; they don’t just repeat the court’s language.
