BREED v. BARTON


54 N.Y.2d 82 (1981)

Douglas M. Breed et al., as Shareholders of Shepard Niles Crane and Hoist Corporation and All Others Similarly Situated, Appellants, v. George T. Barton et al., Respondents.

Court of Appeals of the State of New York.

Decided October 29, 1981.


Attorney(s) appearing for the Case

Robert S. Lesher for appellants.

Stephen H. Kelly, John E. Dickinson and Ward B. Hinkle for respondents.

Chief Judge COOKE and Judges JASEN, GABRIELLI, JONES, FUCHSBERG and MEYER concur.


WACHTLER, J.

This appeal presents two issues for our consideration. First, may shareholders who dissent from a corporate merger and pursue their statutory appraisal rights maintain a derivative action on behalf of the merged corporation? Second, may these dissenting shareholders maintain an action for money damages in their individual capacity for fraud alleged to have occurred in connection with the merger, absent...

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