Corporations Keyed to Klein
Hariton v. Arco Electronics, Inc
Facts
Defendant and Loral Electronics Corp., both electronic equipment companies, entered into an agreement wherein Defendant would sell all of its assets to Loral in exchange for shares in Loral. The agreement was approved by 80% of shareholders. Plaintiff did not participate in the voting but later filed this action to prevent the transaction because it did not comply with Delaware’s merger statute that required Defendant to notify shareholders of the right to dissent and receive fair value for their shares upon dissent. Defendant countered that the transaction complied with Delaware’s asset sale statute. The lower court, agreeing with Defendant, dismissed the complaint.
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