Corporations — Merger — Words and phrases — Shareholders — Dissenting — Beneficial owner — Registered owner — Written objections to merger — Validity — Business Corporation Law.
1. A written objection to a merger of a corporation signed by a beneficial owner of shares of stock in the corporation is not a valid objection under § 908 of the Business Corporation Law of May 5, 1933, P. L. 364, as amended, which requires the objection to be made by the registered owner. [314-15]
2. Where a brokerage house in its objection to a merger of a corporation described itself as the record holder of 900 shares of stock whereas it was the registered owner of a much larger number of shares, it was Held that it could not thereafter make a demand for payment for more than 900 shares. [314-15]
OPINION PER CURIAM, November 8, 1954:
These are appeals from an order of the Court of Common Pleas of Allegheny County, refusing to appoint appraisers to evaluate the stock of the appellants, A. M. Kidder Co. and Karl Kreher, two of seven petitioners who as dissenting shareholders filed a petition pursuant to Section 908 of the Business Corporation Law of 1933, P. L. 364. After rule issued and hearing, the court below granted the relief requested as to five of the petitioners who were the registered holders of 900 shares of stock, and denied relief to the appellants. The decision of this Court in Era Co., Ltd. v. Pittsburgh Consolidation Coal Co., 355 Pa. 219, 49 A.2d 342, relied upon by the trial judge, is dispositive of the questions raised in these appeals.
The order of the court below is affirmed on the opinion of Judge SMART.