Anderson v. International Minerals & Chemical Corp.

I find no substantial difference between the provisions for converting shares under the merger or consolidation statute (Stock Corporation Law, § 91) in its present form, and the reclassification statute (Stock Corporation Law, § 36) as it existed prior to 1943, at least insofar as said statutes relate to extinguishing the right to receive accumulated dividends on preference shares.

Of course, a merger or consolidation of two or more corporations differs essentially from a reclassification of shares in one corporation. By its nature the former step requires the formation of a single…