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Shidler v. All American Life & Financial Corp.

298 N.W.2d 318 (1980)

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Shidler v. All American Life & Financial Corp.

Iowa Supreme Court

298 N.W.2d 318 (1980)

Facts

General United Group, Incorporated (GUG), was to be merged into All American Delaware Corporation (AADC), a wholly owned subsidiary of All American Life & Financial Corp. (defendant). AADC would be the surviving corporation. American Life & Casualty Company (Casualty) owned all GUG preferred and Class B common stock, about 2 percent of GUG’s common stock, and all AADC stock. Under the merger agreement, Casualty’s GUG shares would be canceled, and all other outstanding GUG common shares would be exchanged for cash and cease to exist. At the stockholders’ meeting, all share classes were required to vote together. The merger was approved by more than two-thirds of all outstanding shares but not two-thirds of the common stock. William Shidler and other GUG common-stock owners (plaintiffs) sued, claiming that Iowa law required that GUG common stock be voted separately as a class. The federal court certified to the Iowa Supreme Court the question: did Iowa law require merger approval by at least two-thirds of GUG common stock voting separately as a class and at least two-thirds of the total outstanding GUG shares, or by at least two-thirds of the total outstanding GUG shares of all classes voting together as one class?

Rule of Law

Issue

Holding and Reasoning (Uhlenhopp, J.)

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