Seven Springs Farm, Inc. v. Croker

I must respectfully dissent. The majority reasons that the cash-for-stock merger proposed by appellees is a corporate act, not a shareholder act, and therefore the transaction falls outside the ambit of the stock transfer agreement entered into by the parties (the “Buy-Sell Agreement”). I disagree with this reasoning in two respects.

First, unlike the majority, I believe that the corporation is expressly bound by the Agreement’s transfer restrictions. *216Paragraph 11 of the Buy-Sell Agreement provides, in pertinent part:

11. Agreements by the Corporation. In consideration of the promises of the…