Katcher v. Ohsman

3 Citing cases

  1. Olincy v. Merle Norman Cosmetics, Inc.

    200 Cal.App.2d 260 (Cal. Ct. App. 1962)   Cited 14 times   1 Legal Analyses
    Stating that "where a by-law is reasonably susceptible of different constructions, one in harmony and the other in conflict with a statute, the former construction will be adopted" (cleaned up)

    [4] Though a majority is the implied norm for a quorum in the absence of provision to the contrary, it has been recognized frequently that requirement of a larger proportion is not unreasonable and is valid. Katcher v. Ohsman, 26 N.J. Super. 28 [ 97 A.2d 180], involved a by-law requiring the vote of 90 per cent of stockholders upon matters not specifically regulated by statute. It was upheld, the court saying at page 184 [97 A.2d]: "Is a by-law requiring a vote from the stockholders greater in interest than 51% or a vote from directors greater than a majority in number of the directors offensive to public policy, since the greater the voting requirement the greater is the likelihood of an impasse or deadlock?

  2. O'Brien v. Virginia-Carolina Chem. Corp.

    44 N.J. 25 (N.J. 1965)   Cited 4 times
    Explaining that, as a matter of jurisdiction, "[i]n most situations it is desirable to leave such matters to the courts of the state of creation of the corporation"

    The factors are: (a) whether the right sought to be enforced or protected is clear; (b) whether the judgment can be enforced; (c) whether enough parties are before the court to enable it to dispose of the entire controversy; (d) whether it would be more convenient for the parties to dispose of the case in the foreign jurisdiction; (e) whether the corporation has stockholders resident in states other than New Jersey and the state of corporate domicile, thus giving rise to the possibility of disparate judicial determinations in a number of states; and (f) whether the controlling law of the corporate domicile state is doubtful or uncertain or the particular statute at the core of the controversy has not been definitively construed or its validity adjudicated in the home state. Mayer v. OxidationProducts Co., Inc., 110 N.J. Eq. 141, 156 ( Ch. 1932); Appleton v. Worne Plastics Corp., 140 N.J. Eq. 324, 329-332 ( Ch. 1947); Katcher v. Ohsman, 26 N.J. Super. 28, 38 ( Ch.Div. 1953); and, see Annotation, 72 A.L.R.2d 1211, 1216-1220 (1960); Fletcher, supra, ยง 8426. The parties appear to be in agreement that the courts of Virginia have not decided the precise issue presented here. They have found no case, and our research has disclosed none, which passed upon the right of a Virginia corporation by virtue of L. 1956, c. 428 under the conditions existing here to force a dissenting but out voted preferred stockholder to accept a plan of recapitalization which substitutes new types of stock for existing preferred stock and accrued dividends thereon.

  3. Piechowski v. Matarese

    54 N.J. Super. 333 (App. Div. 1959)   Cited 12 times

    " Cf. Katcher v. Ohsman, 26 N.J. Super. 28, 37 ( Ch. Div. 1953). Such a contractual provision, being illegal, would be unenforceable and hence there could be no recovery for a breach thereof.