ALABAMA BY-PRODUCTS v. CEDE & CO.

No. 45,1994.

657 A.2d 254 (1995)

ALABAMA BY-PRODUCTS CORPORATION and Drummond Company, Inc., as successor-in-interest, Respondents Below, Appellants, v. CEDE & CO. acting on Behalf of SHEARSON LEHMAN BROTHERS, INC. and Amy N. Ager and Merrill Lynch, Pierce, Fenner & Smith, acting on behalf of Cede & Co., Petitioners Below, Appellees.

Supreme Court of Delaware.

Decided: April 27, 1995.


Attorney(s) appearing for the Case

Richard L. Sutton (argued), and David G. Thunhorst, Morris, Nichols, Arsht & Tunnell, Wilmington, for appellants Alabama By-Products Corp. and Drummond Co., Inc.

Bruce M. Stargatt and Bruce L. Silverstein (argued), Young, Conaway, Stargatt & Taylor, Wilmington, for appellee Cede & Co. on behalf of Shearson Lehman Brothers, Inc.

Thomas J. Allingham, II, R. Michael Lindsey (argued), and Joseph M. Asher, Skadden, Arps, Slate, Meagher & Flom, Wilmington, for appellee Merrill Lynch, Pierce, Fenner & Smith, Inc.

Before WALSH, HOLLAND and HARTNETT, JJ., and RIDGELY, President Judge and DUFFY, J., Retired.


WALSH, Justice for the majority:

In this appeal from the Court of Chancery, we address the question of whether a corporation, subsequent to a cash-out merger, may be required to pay the difference between the merger price and the appraisal value for shares mistakenly tendered prior to the appraisal determination. The Court of Chancery, in granting summary judgment in favor of the shareholders' agents, ruled that, under the...

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