Amdur v. Meyer

Appellate Division of the Supreme Court of New York

Amdur v. Meyer

22 A.D.2d 655, 253 N.Y.S.2d 65, 1964 N.Y. App. Div. LEXIS 3104

CourtAppellate Division of the Supreme Court of the State of New York

DecidedOctober 13, 1964

StatusPublished

Cited by1 cases

This text of 22 A.D.2d 655 (Amdur v. Meyer) is published on Counsel Stack Legal Research, covering Appellate Division of the Supreme Court of the State of New York primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook

Amdur v. Meyer, 22 A.D.2d 655, 253 N.Y.S.2d 65, 1964 N.Y. App. Div. LEXIS 3104 (N.Y. Ct. App. 1964).

Pincite

Opinion

Order, entered on April 9, 1964, denying the corporate defendant’s motion for an order pursuant to section 627 of the Business Corporation Law requiring the plaintiffs to pay the costs incurred by the corporation in defense of the stockholders’ action, unanimously modified, on the law and in the exercise of discretion, only to the extent of remanding the matter to Special Term for a hearing with respect to the status of plaintiffs’ stockholdings in the defendant corporation during the pendency of this action, with costs to defendant-appellant to abide the event. In the circumstances of this case the corporation may not recover costs pursuant to section 627 of the Business Corporation Law — no security for costs having been given. However, we conclude nonetheless, that a hearing should be held to determine whether the plaintiffs’ stockholdings in the defendant corporation were disposed of to a point where their value fell below the statutory minimum of $50,000 and, if so, how and when. Upon the conclusion of such hearing the corporation may seek such relief, if any, other than pursuant to section 627 of the Business Corporation Law—'appropriate to what the hearing may reveal. In passing, we note that section 627 may, in some circumstances, be inadequate to achieve its apparent purpose. While a corporate defendant may be able to ascertain at all times the status of the plaintiffs’ stockholdings held in their names, such ascertainment is well-nigh impossible where, as in this case, stock is held in “ street name.” Perhaps a requirement that the plaintiffs give notice of any change in their stockholdings would suffice to obviate a possible circumvention of the statutory purpose. It may well be that legislative re-examination of this statute would be in order. Concur — Botein, P. J., Breitel, Rabin, Eager and Staley, JJ.

Free access — add to your briefcase to read the full text and ask questions with AI

Order, entered on April 9, 1964, denying the corporate defendant’s motion for an order pursuant to section 627 of the Business Corporation Law requiring the plaintiffs to pay the costs incurred by the corporation in defense of the stockholders’ action, unanimously modified, on the law and in the exercise of discretion, only to the extent of remanding the matter to Special Term for a hearing with respect to the status of plaintiffs’ stockholdings in the defendant corporation during the pendency of this action, with costs to defendant-appellant to abide the event. In the circumstances of this case the corporation may not recover costs pursuant to section 627 of the Business Corporation Law — no security for costs having been given. However, we conclude nonetheless, that a hearing should be held to determine whether the plaintiffs’ stockholdings in the defendant corporation were disposed of to a point where their value fell below the statutory minimum of $50,000 and, if so, how and when. Upon the conclusion of such hearing the corporation may seek such relief, if any, other than pursuant to section 627 of the Business Corporation Law—'appropriate to what the hearing may reveal. In passing, we note that section 627 may, in some circumstances, be inadequate to achieve its apparent purpose. While a corporate defendant may be able to ascertain at all times the status of the plaintiffs’ stockholdings held in their names, such ascertainment is well-nigh impossible where, as in this case, stock is held in “ street name.” Perhaps a requirement that the plaintiffs give notice of any change in their stockholdings would suffice to obviate a possible circumvention of the statutory purpose. It may well be that legislative re-examination of this statute would be in order. Concur — Botein, P. J., Breitel, Rabin, Eager and Staley, JJ.

Cite This Page — Counsel Stack

Bluebook (online)

22 A.D.2d 655, 253 N.Y.S.2d 65, 1964 N.Y. App. Div. LEXIS 3104, Counsel Stack Legal Research, https://law.counselstack.com/opinion/amdur-v-meyer-nyappdiv-1964.

Opinion

Related

Cite This Page — Counsel Stack