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Magner v. One Sec. Corp.

Plaintiff waived his dissenters' rights with regard to a corporate merger when he cancelled his stock certificates and requested issuance of new ones to his family's limited liability company, instead of tendering his stock certificates and demanding payment as required by the dissenters' rights statutes.

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Richard E. Magner and The Magner Family, LLC, appeal from the superior court order granting summary judgment to One Securities Corporation “OSC” and Benefit Plan Services, Inc., “BPS” in this declaratory judgment action. Appellees OSC and BPS sought a declaration establishing whether Magner or the LLC preserved any right of dissent to mergers which cashed-out Magner’s minority shareholder interest in the corporations. In the event the court concluded such dissenters’ rights existed, OSC and BPS asked for a judicial appraisal of the value of that interest. Magner and the LLC counterclaimed, challenging the validity of the mergers and seeking recission. OSC and BPS moved for summary judgment on whether Magner or the LLC had dissenters’ rights. The parties filed cross motions for summary judgment on Magner’s and the LLC’s counterclaim regarding the validity of the mergers. The court entered summary judgment in favor of the corporations on both motions, concluding the mergers were valid and that neither Manger nor the LLC had dissenters’ rights. Finding no reversible error, we affirm.

Summary judgment is appropriate under OCGA § 9-11-56 “when there is no genuine issue of material fact and the movant is entitled to judgment as a matter of law.” Punctuation omitted. Dover v. Mathis, 249 Ga. App. 753 549 SE2d 541 2001. We apply a de novo standard of appellate review and “view the evidence, and all reasonable conclusions and inferences drawn from it, in the light most favorable to the nonmovant.” Punctuation omitted. Id. See Lau’s Corp. v. Haskins, 261 Ga. 491 405 SE2d 474 1991.

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