BERGER v. PUBCO CORP.

No. 509, 2008.

976 A.2d 132 (2009)

Barbara BERGER, Plaintiff Below, Appellant, v. PUBCO CORPORATION and Robert H. Kanner, Defendants Below, Appellees.

Supreme Court of Delaware.

Decided: July 9, 2009.


Attorney(s) appearing for the Case

Ronald A. Brown, Jr., Esquire, Prickett, Jones & Elliott, P.A., Wilmington, Delaware, for Appellant.

Allen M. Terrell, Jr. (argued), Brock E. Czeschin and Meredith M. Stewart, Esquires, of Richards, Layton & Finger, Wilmington, Delaware, for Appellees.

Before STEELE, Chief Justice, HOLLAND, BERGER, JACOBS and RIDGELY, Justices, constituting the Court en Banc.


JACOBS, Justice.

The issue on this appeal is what remedy is appropriate in a "short form" merger under 8 Del. C. § 253, where the corporation's minority stockholders are involuntarily cashed out without being furnished the factual information material to an informed shareholder decision whether or not to seek appraisal. The Court of Chancery held that because the notice of merger did not disclose those material facts, the minority shareholders were entitled...

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