MITCHELL PARTNERS, L.P. v. IREX CORP.

No. 13 EAP 2012.

53 A.3d 39 (2012)

MITCHELL PARTNERS, L.P., Appellant v. IREX CORPORATION; North Lime Holdings Corp.; W. Kirk Liddell; David C. Kleinman; Paul Isaac; Joann M. Judge; Michael J. Lardner; John O. Shirk; Thomas W. Wolf; Lori A. Pickell; James E. Hipolit; Janee Pinkerton; Kenneth G. Stoudt; N. Thompson Washburn, Appellees.

Supreme Court of Pennsylvania.

Decided July 24, 2012.


Attorney(s) appearing for the Case

George Croner , Robert Joseph LaRocca , Christina Connie Donato Saler , Kohn, Swift & Graft, P.C., Philadelphia, for Mitchell Partners, L.P.

Marcia Mary Waldron , U.S. Court of Appeals, 3rd Circuit, for U.S. Court of Appeals for the Third Circuit.

Steven B. Feirson , Cheryl Ann Krause , Elisa Talora Wiygul , Dechert LLP, Philadelphia, for Irex Corporation et al.

BEFORE: CASTILLE, C.J., SAYLOR, EAKIN, BAER, TODD, McCAFFERY, ORIE MELVIN, JJ.


OPINION

Justice SAYLOR.

We accepted certification from the United States Court of Appeals for the Third Circuit to address the exclusiveness of a statutory appraisal remedy provided, under Pennsylvania corporate law, to minority shareholders in certain merger scenarios.

Per Pennsylvania's Business Corporation Law,1 a shareholder of a domestic business corporation may have prescribed entitlements — termed...

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