Booth v. Franks

Summary

The Arkansas Supreme Court affirmed the dismissal of minority shareholders' challenge to a bank merger and the procedures used by the Arkansas State Banking Board. The court held that the shareholders failed to preserve their statutory and constitutional objections by not filing a timely written protest before the Board's hearing. It also concluded that newspaper notice of the merger hearing was constitutionally sufficient because the hearing did not specifically determine the value of the shareholders' stock, for which separate appraisal remedies were available.

Holdings

1. The Board's newspaper notice of the general merger hearing was constitutionally sufficient because the hearing concerned the merger's broader statutory and economic implications and did not implicate the Booths in a special way requiring individualized notice.
2. The Booths' failure to file a written protest within the statutory period and to present their objections at the Board's hearing prevented them from obtaining judicial review of those arguments.
3. The circuit court properly determined that the Board's updated findings of fact and conclusions of law were sufficient.

Questions Presented

1. Whether newspaper notice of the Board's general merger hearing satisfied due process as to minority shareholders whose names and addresses were known.
2. Whether the Booths' constitutional and statutory objections to the merger and share valuation were preserved for judicial review when they failed to file a written protest or raise those objections at the administrative hearing.
3. Whether the Board's expanded findings of fact and conclusions of law were sufficient after the circuit court remanded for additional findings.

Disposition

affirmed