Question
Pebbles Co is a Massachusetts corporation that was formed over 100 years ago as a for-profit corporation. It owns lands near the coast which contain
Pebbles Co is a Massachusetts corporation that was formed over 100 years ago as a for-profit corporation. It owns lands near the coast which contain 20 cottages. A majority of the shares are held by shareholders who own the cottages, but there are also shareholders who do not own cottages. All of the shares are in one class. In 2016, Pebbles attempted to convert into a nonprofit corporation. A conversion plan was approved by a majority of the shareholders with only a few dissenting. It proposed replacing the current articles of incorporation with new articles, which reclassified all of the shares into two classes: cottage memberships and associated memberships. All would be entitled to vote, but cottage members were entitled to 12 votes while associate members would only be entitled to 12 votes collectively. May the dissenters, through an appraisal right, be entitled to a fair monetary value of their shares if they chose not to be a part of the new corporation?
a. No, but they can demand a strong voting position. b. No; they are not entitled to an appraisal right for the conversion. c. Yes; the dissenters may choose to demand the fair monetary value of their property interests as valued prior to the conversion. d. Yes; the dissenters may choose to demand the monetary value of their property as determined by its appraisal value after the conversionStep by Step Solution
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