Glens Falls Insurance v. National Board of Fire Underwriters Building Corp.

In this special proceeding (Business Corporation Law, § 623, subd. [h], par. [1]), the two petitioning corporate shareholders sue for appraisal and payment for their shares in the respondent corporation. Petitioners contend they are dissenting shareholders whose interests were allegedly adversely affected by majority shareholder action in amending the certificate of incorporation of the respondent.

The respondent counterclaims, based on its alleged right to reacquire the shares, and demands judgment dismissing the petition and directing the petitioners to transfer their shares in return for…