Toms v. Cooperative Management Corporation
Louisiana Court of Appeals
741 So. 2d 164 (1999)
Relevant factsFree
After redeeming Toms's (plaintiff) 150 shares in 1988, CMC (defendant) later agreed to reissue 150 shares to her for $22,500 to settle her lawsuit, with the board voting that the consideration would be treated as capital surplus rather than stated capital to avoid triggering CMC's bylaw requiring 85% shareholder approval for capital increases; minority shareholders intervened, and the trial court issued a writ of mandamus blocking the reissuance.
IssueFree
Whether, under Louisiana law, a portion of consideration paid for new stock without par value issued by a corporation must be allocated to the stated capital.