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Hariton v. Arco Electronics, Inc.
Citation:182 A.2d 22 (Del. Ch. 1962), aff'd, 188 A. 2d 123 (Del. 1963).
During the summer of 1961, Arco and Loral began negotiating for a purchase of all assets in Arco in exchange for shares of Loral stock. On October 24, Arco accepted an offer of one share of Loral stock for three shares of Arco stock and the parties entered a purchase agreement on October 27. Under the purchase agreement, Arco agreed to convey and transfer all assets and property to Loral in exchange for 283,000 shares of Loral stock. After closing, Arco would dissolve and distribute the Loral stock to it stockholders. Pursuant to this agreement, Arco held a special stockholders meeting on December 27 for the purpose of (1) ratifying the purchase agreement, (2) voting to change the name of the corporation, and (3) liquidating and dissolving the corporation, then distributing Loral stock to the stockholders.
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