In re Seiler

On March 28, 1933, at a stockholders’ meeting, a resolution was adopted, over the objection of the appellants, to retire the preferred stock of the respondent corporation and issue in its place new preferred stock. The objecting stockholders accordingly demanded the appraisal to which they claimed to be entitled. Both petitioners owned substantial quantities of the preferred stock which is being withdrawn.

The question presented is whether petitioners are entitled to the relief demanded. Subdivision 12 of section 38 of the Stock Corporation Law provides as follows: “ If the certificate alters…