Rudisill v. Arnold White & Durkee, P.C.
Texas Court of Appeals
148 S.W.3d 556 (2004)
- Written by Robert Cane, JD
Facts
The law firms Arnold White & Durkee, PC (AWD) (defendant) and Howrey & Simon (HS) sought to merge their businesses. Stephen Rudisill (plaintiff) and several other AWD shareholders objected to the merger. Despite these objections, the merger was approved by a two-thirds vote of AWD shareholders. As a result, nearly all of AWD’s assets were transferred to HS. HS changed its name to Howrey Simon Arnold & White, LLP (HSAW). AWD shareholders were permitted to join HSAW as partners. Rudisill and the other objectors stopped working for AWD and chose not to join HSAW. Instead, they filed a claim for declaratory relief and sought to exercise dissenter’s rights of redemption under state corporation statutes. Rudisill and AWD both made motions for summary judgment. The trial court denied Rudisill’s motion and granted summary judgment in favor of AWD. Rudisill appealed to the Texas Court of Appeals.
Rule of Law
Issue
Holding and Reasoning (Hedges, C.J.)
Concurrence (Frost, J.)
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