Fitzgerald v. Investors Preferred Life Ins. Co., 75--132
| Decision Date | 08 December 1975 |
| Docket Number | No. 75--132,75--132 |
| Citation | 258 Ark. 966,530 S.W.2d 195 |
| Parties | Raymond FITZGERALD, Jr., et al., Appellants, v. INVESTORS PREFERRED LIFE INSURANCE COMPANY, Appellee. |
| Court | Arkansas Supreme Court |
Pearce, Robinson, McCord & Rotenberry, Fort, Smith, for appellants.
Davidson, Plastiras & Horne, Ltd. by Cyril Hollingsworth, Little Rock, for appellee.
That is a proceeding pursuant to Ark.Stat.Ann. § 66--4249 (Repl.1966), by appellants Raymond Fitzgerald, Jr., et al., dissenting stockholders, to recover from the surviving corporation, appellee, Investors Preferred Life Insurance Company, the value of the preferred stock held by the appellants in Universal American Life Insurance Company before a merger of the two corporations. Based upon the report of a single appraiser, agreed upon by the parties, the trial court entered judgment for the stock at a value of $12.50 per share, together with the costs of the appraiser and a reasonable attorney's fee. The judgment carried interest at a rate of 6% from the date of the judgment. Both appellants and appellee have appealed.
Appellants point out that their preferred stock was purchased for $20.00 per share and that it had a liquidation value of $21.00. They then contend that they are entitled to the liquidation value upon a merger. We find no merit to this contention. First, appellants recognize that a merger is not the same as a liquidation. Second, the record shows that 'Universal' had not had sufficient earnings to pay dividends in the last three or more years of its corporate existence and under those circumstances the preferred shares obviously would not necessarily have had a present value equal to a liquidation value that could not be realized until sometime in the uncertain future. Appellants recognize that if there had been an established market for the preferred stock, it would be inequitable to permit them to obtain a higher value for their stock by dissenting to a merger.
The trial court refused to allow interest on the value of the stock between the date of the merger and the date of judgment. In this we think the trial court erred. Ark.Stat.Ann. § 66--4249 (Repl.1966), provides that a dissenting stockholder ceases to be a stockholder on the date of the merger and that the surviving corporation must make a tender of the fair cash value of the dissenting stock within 30 days of the merger. Since the tender in this instance was less than the fair cash value and the merger, in effect, destroyed the stockholder's rights, simple justice would require that the assessment of interest from the last day of the statutory tender date to the time of judgment should be awarded. We so hold,...
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...the setoff was accomplished, October 5, 2001, until the date of the entry of this judgment. See Fitzgerald v. Investors Preferred Life Ins. Co., 258 Ark. 966, 968, 530 S.W.2d 195, 197 (1975) (stating that interest on a judgment award for a willful conversion runs from the date of conversion......
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...of the plan of exchange until the final valuation of the shares. The court of appeals relied on Fitzgerald v. Investors Preferred Life Ins. Co., 258 Ark. 966, 530 S.W.2d 195 (1976), where this court held that dissenting stockholders involved in a merger of two life insurance companies were ......
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...prudent investor role, see Lebman v. National Union Elec. Corp., 414 A.2d 824, 829 (Del.Ch.1980). In Fitzgerald v. Investors Preferred Life Ins. Co., 258 Ark. 966, 530 S.W.2d 195 (1975), the court considered the refusal of a trial court to award interest on the value of the dissenting share......