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Law School Case Brief

Eastern Oklahoma Television Co. v. Ameco, Inc. - 437 F.2d 138

Rule:

If a corporation receives assets the value of which exceeds the par value of the stock issued, the transfer is not within the inhibition of Okla. Const. art. 9, § 39.

Facts:

The stockholders initiated a derivative action against Eastern Television Corporation. The stockholders were informed that the incorporators contributed goods, their experience in the broadcast business, and their time in exchange for the stock they received from the television corporation. The trial court rejected the action.

Issue:

Can the incorporators validly contribute their experience in broadcast business as adequate consideration in exchange of shares in the corporation?

Answer:

Yes.

Conclusion:

The Court held that the television corporation received adequate consideration from its incorporators in exchange for the stock received by the incorporators. Thus, Okla. Const. art. 9, § 39 and Okla. Stat. Ann. tit. 18, § 1.76 were not violated. Additionally, the guarantee that secured the equipment was not a promissory note, which would have violated § 1.76(c), because the guarantee constituted valuable property or services.

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