MATTER OF ROEHNER v. Gracie Manor

We agree with the Appellate Division that ordinarily the sale by a real estate corporation of its sole asset is not outside the regular course of business so as to require stockholder consent (Stock Corporation Law, § 20; Eisen v. Post, 3 N Y 2d 518). The reason for this principle ceases to apply, however, where as is here alleged such sale is pursuant to a prior plan of corporate dissolution. Eisen v. Post (supra) did not hold to the contrary, since the majority opinion there was predicated upon the presumptive continuation of the corporation in business.

While normally petitioner would be…