Missouri Law - Corporations
So i just came across this statute in the Missouri corporations code. As near as i can tell, this provides a loophole for minority shareholders to take over. The essence of the statute is that if Corp1 owns at least 90% of Corp2, then Corp1's board of directors can merge the two corporations without a vote of the shareholders. Okay, let's say i'm on the board of directors of both corporations and i own 45% of Corp1 and 10% of Corp2, while Corp1 owns 90% of Corp2. Meanwhile Glabe owns 55% of Corp1. In essense, Glabe controls both corporations. Aha, but not for long. You see, i get the boards of directors to declare a merger where the stock transfers as follows: Corp2 is the surviving corporation (this is legal according to the statute), and because Corp1 owned 90% of Corp2, each share of Corp1 is converted into .9 shares of Corp2 (this is in fact required by the statute). All of a sudden i have 10% + .9*45% = 50.5% of Corp2 thus controlling the new corporation..
Now of course you shrug your shoulders. "But isn't that fair? After all, Glabe only owned 49.5% of the pair of companies." Ah, but only if they were of equal value. What if i had set up Corp2 as a front, "generously" offering to give Corp1 90% of its shares? Now i've acquired a controlling interest in the real corporation where previously i had only 45%. But wait, it gets worse. Let's string it out a little. Say i own x% of shares in Corp1 and 10% of shares in Corp(z) for all z>1. In addition, Corp(i) owns 90% of shares in Corp(i+1) for all i. My ownership interest in Corp(i+1), denoted as Q(i+1), will be equal to .9*Q(i)+10%. Assuming i gain control of the board of directors of all corporations simultaneously, i can run down the line as far as i want to get my ownership arbitrarily close to 100%. At each step my ownership interest is multiplied by .9 and added to 10%..
Oh i'm not done yet. Let's say i have ZERO percent ownership of Corp1. In other words, i own nothing at all except 10% interests in a string of sham companies. As long as i get the boards of each company to agree to it, i can have a controlling interest in the corporation after only SEVEN mergers! Okay i'm done now. Someone tell me what prevents this. Where have i gone wrong in interpreting the statute? Have i missed a statute somewhere else that somehow keeps this from happening? i guess it's a good thing i'll be taking Corporations this fall; maybe i'll learn enough to figure this out..


1 Comments:
Behold, the answer. We are discussing this case in Corporations today: Weinberger v. UOP, Inc., 457 A.2d 701 (Del. 1983).
Post a Comment
<< Home