Cyclone Drill Co. v. Zeigler

99 Ohio St. (N.S.) 151

• Court: Ohio Supreme Court
• Decided: November 26, 1918
• Docket: No. 15946
• Status: Published

Opinion

By the Court.

A corporation organized under the laws of this state has no authority to sell its entire property or assets, except as provided by Section 8710 et seq., General Code.

The provision of Section 8711, General Code, requiring notice to stockholders, is mandatory. It is the right of each stockholder objecting to the sale, that every other stockholder should be notified of the meeting called to ratify the agreement of sale made between the directors of the corporation and the purchaser, and that each stockholder be given an opportunity to express his dissent or approval thereof.

It is the duty of a purchaser of the entire property and assets of a corporation to ascertain, before making such purchase, whether the corporation has fully complied with the statutes authorizing it to make such sale, otherwise the purchaser takes the corporate property subject to the rights of the stockholders not consenting thereto.

Judgment affirmed.

Nichols, C. J., Newman, Jones, Matthias, Johnson and Donahue, JJ., concur. Wanamaker, J., not participating.