Corps just got complicated:1
Professor M: So the corporation says that this doesn’t fit under the Connecticut Business Combination Act § 33-840(4)(A) but the court puts it under § 33-840(4)(E). How do they get there?
Jack (agape): “Um…what?”
Professor M: “Yeah, that’s my reaction too.”
1 Today’s case is Mason Capital, Ltd. v. Kaman Corp., 2005 WL 2850083. I discussed the case here (the snarky judge).
I love the humor that Judge Kravitz1 injected in his opinion:2
[W]hile this Court does not pretend to be a “rocket docket,” this case has nonetheless proceeded extraordinarily quickly from filing to trial…
“[W]ith all due respect to the Connecticut General Assembly, the statute is not a model of clarity, and, in truth, its words are susceptible to more than one plausible interpretation.
Other than the ability of the legislature to place a comma where one is intended, [The Plaintiff] advances no reason at all, let alone a cogent one, why all reclassifications, reverse stock splits, and recapitalizations should be subject to the supermajority rule no matter whether they increase the holdings of interested shareholders, while mergers, consolidations and share exchanges with a subsidiary-through which exactly the same economic outcome can be achieved-should be excepted from the supermajority provisions if they satisfy the 5% Rule.
1 Hon. Mark R. Kravitz (according to Westlaw) This was part of today’s reading assigment for Corporations.
2 Mason Capital, Ltd. v. Kaman Corp. (On Westlaw: 2005 WL 2850083)