Does a stockholder have a right, at common law, to dissent and have his stock repurchased when his corporation purchases the assets of another business? If he does, is this a common law attribute of corporations? What other common law attributes may there be? To what extent has a legislature power to alter or modify these attributes, or to authorize alteration or modification by the holders of a majority of a corporation's stock? The discussion will be directed first to what attributes a corporation has apart from those bearing on its relations with its stockholders; next, to what attributes are connected with that relationship; then, to what powers the legislatures may have to affect those attributes; and thereafter, to consider whether the two cases introducing this article are in conflict and how legitimate complaints of minority stockholders might better be handled.
Edward R. Hayes,
Extent of the Legislature's Reserve Power to Change Common Law Attributes of Corporations,
13 Vanderbilt Law Review
Available at: https://scholarship.law.vanderbilt.edu/vlr/vol13/iss1/8