Zetlin v. Hanson Holdings, Inc.

Zetlin (plaintiff) owned two percent of Gable Industries. Hanson Holdings (defendant) owned 44.4 percent of Gable and sold that controlling stake to Flintkote for a premium of about fifteen dollars per share, roughly twice the open-market price, giving Flintkote control of Gable. Zetlin sued to recover a share of the premium Flintkote paid Hanson. The lower court ruled for Hanson, and Zetlin appealed.

Whether minority shareholders are entitled to share equally in the premium a controlling shareholder receives for selling its controlling interest in a corporation.