Legal Opinion

Alpert v. 28 Williams Street Corp.

New York Court of Appeals

Decided November 29, 1984PublishedCited by 111 opinions

1Opinion of the Court

OPINION OF THE COURT

Chief Judge Cooke.

The subject of contention in this litigation is a valuable 17-story office building, located at 79 Madison Avenue in Manhattan. In dispute is the propriety of a complex series of transactions that had the net effect of permitting defendants, who were outside investors, to gain ownership of the *563property and to eliminate the ownership interests of plaintiffs, who were minority shareholders of the corporation that formerly owned the building. This was achieved through what is commonly known as a “two-step” merger: (1) an outside investor purchases control of…

2Cases cited26 opinions

  1. Pepper v. LittonSupreme Court of the United States · 1939
  2. Cohen v. Hallmark Cards, Inc.New York Court of Appeals · 1978
  3. Weinberger v. UOP, Inc.Supreme Court of Delaware · 1983
  4. Kavanaugh v. . Kavanaugh Knitting Co.New York Court of Appeals · 1919
  5. Globe Woolen Co. v. Utica Gas & Electric Co.New York Court of Appeals · 1918

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3Cited by111 opinions

  1. Tucker Anthony Realty Corp. v. SchlesingerCourt of Appeals for the Second Circuit · 1989
  2. Estate of Newhouse v. CommissionerUnited States Tax Court · 1990
  3. Global Minerals & Metals Corp. v. HolmeAppellate Division of the Supreme Court of the State of New York · 2006
  4. Hanson Trust PLC v. ML SCM Acquisition Inc.Court of Appeals for the Second Circuit · 1986
  5. Birnbaum v. BirnbaumNew York Court of Appeals · 1989

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