Study Aids
Case Briefs Overview
Casebooks
Case Briefs
S

Shidler v. All American Life & Financial Corp.

298 N.W.2d 318 (1980)

From our private database of 46,500+ case briefs, written and edited by humans—never with AI.

Shidler v. All American Life & Financial Corp.

Iowa Supreme Court
298 N.W.2d 318 (1980)

  • Written by Sharon Feldman, JD

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.)

What to do next…

  1. Unlock this case brief with a free (no-commitment) trial membership of Quimbee.

    You’ll be in good company: Quimbee is one of the most widely used and trusted sites for law students, serving more than 832,000 law students since 2011. Some law schools even subscribe directly to Quimbee for all their law students.

    Unlock this case briefRead our student testimonials

  2. Learn more about Quimbee’s unique (and proven) approach to achieving great grades at law school.

    Quimbee is a company hell-bent on one thing: helping you get an “A” in every course you take in law school, so you can graduate at the top of your class and get a high-paying law job. We’re not just a study aid for law students; we’re the study aid for law students.

    Learn about our approachRead more about Quimbee

Here's why 832,000 law students have relied on our case briefs:

  • Written by law professors and practitioners, not other law students. 46,500 briefs, keyed to 994 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.

Access this case brief for FREE

With a 7-day free trial membership
Here's why 832,000 law students have relied on our case briefs:
  • Reliable - written by law professors and practitioners, not other law students
  • The right length and amount of information - includes the facts, issue, rule of law, holding and reasoning, and any concurrences and dissents
  • Access in your class - works on your mobile and tablet
  • 46,500 briefs - keyed to 994 casebooks
  • Uniform format for every case brief
  • Written in plain English - not in legalese and not just repeating the court's language
  • Massive library of related video lessons - and practice questions
  • Top-notch customer support

Access this case brief for FREE

With a 7-day free trial membership

Casebooks

Mergers and Acquisitions

Key Terms