M & A Law Prof Blog

Editor: Brian JM Quinn
Boston College Law School

Saturday, August 18, 2012

Shnader on Squeeze-out Mergers in Pennsylvania

Standard learning has long held that a minority shareholder of a Pennsylvania corporation who was deprived of his stock by a "cash-out" or "squeeze-out" merger had no remedy after the merger was completed other than to take what the merger gave or demand statutory appraisal and be paid the "fair value" for his shares. No other post-merger remedy, whether based in statute or common law, was thought to be available to a minority shareholder to address the actions of the majority in a "squeeze-out." Now, after the Pennsylvania Supreme Court’s holding in Mitchell Partners, L.P. v. Irex Corporation, minority shareholders may pursue common law claims on the basis of fraud or fundamental unfairness against the majority shareholders that squeezed them out.

The full client alert can be found here.



Cases, Corporate, Deals, Going-Privates, Leveraged Buy-Outs, Management Buy-Outs, Mergers, Transactions | Permalink

TrackBack URL for this entry:


Listed below are links to weblogs that reference Shnader on Squeeze-out Mergers in Pennsylvania:


Post a comment