United States Supreme Court Cases & Opinions

U.S. Supreme Court

Voeller v. Neilston Warehouse Co., 311 U.S. 531 (1941)

Voeller v. Neilston Warehouse Co.

No. 97

Submitted December 18, 1940

Decided January 6, 1941

311 U.S. 531

Syllabus

A state statute providing that, where a corporation authorize the sale or other disposition of all or substantially all of its assets, a dissenting shareholder shall have the right to be paid the fair cash value of his shares, and that the amount demanded of the corporation by the dissenting shareholder as such fair cash value shall, after six months -- if the corporation doe not make a counter-offer, request an appraisal, or abandon the sale -- conclusively be deemed to be equal to the fair cash value, held, in its operation as to majority stockholders, not a deprivation of their property without due process in violation of the Fourteenth Amendment, although the statute made no provision for notice to them as individuals, or opportunity for them to be heard, in respect to the dissenting stockholder's demand. P. 311 U. S. 535.

The corporation sufficiently represents the majority stockholders for the purposes of notice and of invoking the jurisdiction of this Court on the constitutional question. P. 311 U. S. 537.

136 Ohio St. 427, 26 N.E.2d 942, reversed.

Certiorari, post, p. 624, to review a judgment denying recovery to minority stockholders upon a state statute held unconstitutional.

Page 311 U. S. 533