Farris v. Glen Alden Corp

Facts

Defendant is a coal-mining company wherein Plaintiff is a shareholder. In 1957 a second company, List, purchased 38.5% of Defendant’s stock. List is a holding company that owns interest in real estate, motion pictures, textile companies, but no coal companies until the 1957 stock purchase. The purchase allowed List to put three members on the board, and in 1958 Defendant entered an agreement with List to purchase List’s assets and liabilities in return for Defendant stock. The name of the company would change, directors from both companies would run the new company and List would be dissolved. A majority of the shareholders agreed to the reorganization at a shareholders meeting. Plaintiff filed suit because the reorganization plan did not conform to Pennsylvania Business Corporation Law that applied to the plan. Plaintiff argued that the reorganization was a de facto merger, and as such the dissenting shareholders should have been notified that they could claim fair val ue for their shares. Defendants argued that the reorganization is considered a purchase of assets under the applicable statute.