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Home / Opinion Digests / Contract / Contract  –  Promissory Notes – Offer to Cancel – Corporate – Certificated vs. Book-Entry Shares (access required)

Contract  –  Promissory Notes – Offer to Cancel – Corporate – Certificated vs. Book-Entry Shares (access required)

  The plaintiff-lenders offered to cancel the defendant-corporation’s promissory notes in exchange for shares of stock in defendant. In response, defendant contends that it recorded the ownership of such shares by plaintiffs in defendant’s books. However, plaintiffs’ offer required defendant to execute the proffered contract and to issue certificated shares. Accordingly, defendant’s recording of book-entry shares ...

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