Texas Federal Savings & Loan Ass'n v. Sealock

I respectfully dissent. The majority has adopted, without analysis and without the citation of authority, the Association’s argument that stock did a Houdini-like disappearance as a matter of law. I cannot agree that on September 8, 1983, all the outstanding voting stock of the Association “ceased to exist” by operation of law, thereby causing Sealock’s contractual rights also to disappear. I would hold that 100% of the stock was simply transferred and exchanged for 100% of the Delaware holding company stock by a complex reverse triangular merger. As a result of this legal triple shuffle, the…