Baugh v. Citizens & Southern National Bank

Clarke, Justice.

The question to be answered here is whether a shareholder of a banking corporation may elect to dissent to the reorganization of the corporation and subsequently sue to enjoin the resulting merger, to have the merger set aside, and for damages.

The trial court in this case dismissed the shareholder’s action holding that once a shareholder elects to dissent to the reorganization, his remedy is limited to the right to be paid the fair value for his shares. Code Ann. §§ 41A-2408, 22-1202. The trial court also held that these code sections do not retroactively impair the rights of…