Marcus vs.

RH Macy
74 N.E. 2d 228; 1947
FACTS:
The Board of Directors gave notice to SH that among
the matters to be acted upon in its annual meeting would
be a proposal to amend certificate of incorporation to add
to the rights of preferred stockholders, voting rights equal
to those of common stockholders. Marcus objected and
demanded payment for the common stock owned by her.
ISSUE:
WON Marcus can exercise her appraisal right.
HELD:
The Court held that Marcus may invoke her appraisal
right. The aggregate number of shares having voting
rights equal to those of common shares was substantially
increased and thereby the voting power of each common
share outstanding prior to the meeting was altered or
limited by the resulting pro rata diminution of its potential
worth as a factor in the management of the corporate
affairs. Considering that she held diminished voting
power; that she notified the corporation of her objection;
that her shares were voted against the amendment
these were sufficient to qualify her to invoke her statutory
appraisal right.