3.3.1.2 Common law contributions

Today, we understand that the appraisal remedy is entirely a product of codified law, because every state in the US has provisions on the appraisal remedy. But it was common law that first helped bring it into existence. Courts and judges first began to feel sympathy for the corporations' points of view, which were hindered by the unanimity rule.1 Judge Story then recommended that the State as a party to the corporate charter could be granted the power to amend the charter unilaterally at a later date.2 Relying on this theory, private corporations subsequently vested similar rights in the majority in their charters.3 Common law through its ingenuity agreed to relax the unanimous consent requirement in cases of cash sale of all the assets, sale of assets for stock, and eventually to mergers and consolidations,4 and the dissenting shareholders were allowed to leave the corporation in these situations.