Vanderbilt Law Review


Edward R. Hayes

First Page



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.