Matteson v. Ziebarth

This is an action by a minority stockholder of Ziebarth Corporation to set aside a merger agreement between that corporation and Snowy, Incorporated. He alleges that the agreement is illegal, unfair, and fraudulent. Named as defendant, in addition to the two corpora*289tions, is Robert Ziebarth, the majority stockholder of both corporations. Defendants joined in an answer denying plaintiffs characterization of the merger agreement. They also allege, affirmatively, that plaintiff is bound by the agreement because he failed to pursue the statutory remedy available to dissatisfied stockholders.

The…