Ziegler v. American Maize-Products Co.
Maine Supreme Judicial Court
658 A.2d 219 (1995)
- Written by Sean Carroll, JD
Facts
William Ziegler (plaintiff) was chairman of the board of directors for American Maize-Products Company (American Maize) (defendant). Ziegler effectively controlled a majority of American Maize voting shares. Other American Maize directors (the directors) (defendants) approved a merger agreement with Eridania Beghin-Say (EBS). Maine merger law required a majority vote to approve a merger. Ziegler opposed the merger and had the voting power to block it. As a result, the directors issued previously authorized but unissued American Maize stock that EBS would buy to give it enough voting interest to approve the merger. Ziegler filed suit seeking an injunction to block the issuance of the stock. The directors relied on the Maine law that generally authorized the issuance of stock. The superior court denied the motion for an injunction. Ziegler appealed.
Rule of Law
Issue
Holding and Reasoning (Wathen, C.J.)
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