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Rauch v. RCA Corporation
Citation:861 F.2d 29 (2d Cir.1988)
On December 11, 1985, RCA, GE and Gesub, Inc., a wholly owned Delaware subsidiary of GE, entered into an agreement of merger. The merger agreement provided that each share of RCA common stock would be converted into $66.50 and each share of $3.50 cumulative preferred stock would be converted into $40. On February, 1986, plaintiff, a holder of 250 shares of preferred stock, commenced this action, claiming that the merger constituted a liquidation or dissolution or winding up of RCA and a redemption of the preferred stock were entitled to $100 per share in accordance with the redemption provisions of RCA’s certificate of incorporation.
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