Carey v. Rathman

When the agreement was entered into on March 12, 1963, Jean A. Carey was secretary and treasurer of the insurance company and Louis Rathman was the chief executive officer and substantial shareholder. In 1965 Rathman requested all the shareholders to exchange each share of their stock in the insurance company for 3.2 shares of the holding company, which they did. 2 At that time Carey owned 100 shares and five other shareholders including Rathman owned 17,388 shares. On April 22, 1967, the board of directors declared a stock dividend on the common stock of the insurance company, which amounted…