De facto merger

De facto merger

With the de facto merger doctrine, some courts have held that the substance of a combination attempt determines whether statutory protections should be made available to shareholders. Thus, where an asset acquisition leads to the same result as a statutory merger, these jurisdictions demand that shareholders are given the same rights as in the statutory merger. See Farris v. Glen Alden Corp., 143 A.2d 25 (Pa. 1958).

Most courts, particularly in Delaware, have rejected the de facto merger doctrine and refuse to imply merger-type protection in these cases. See Hariton v. Arco Electronics, Inc., 182 A.2d 22 (Del. Ch. 1962), aff'd, 188 A.2d 123 (Del. 1963) (relying on the independent legal significance doctrine).

See also



Wikimedia Foundation. 2010.

Игры ⚽ Нужно решить контрольную?

Look at other dictionaries:

  • de facto merger — see merger Merriam Webster’s Dictionary of Law. Merriam Webster. 1996. de facto merger …   Law dictionary

  • De Facto Merger — With the de facto merger doctrine, some courts have held that the substance of a combination attempt determines whether statutory protections should be made available to shareholders. Thus, where an asset acquisition leads to the same result as a …   Wikipedia

  • merger — merg·er / mər jər/ n 1: the absorption of a lesser estate or interest into a greater one held by the same person compare confusion 2: the incorporation and superseding of one contract by another 3 a: the treatment (as by statute) of two offenses… …   Law dictionary

  • De Facto Non-Merger — A de facto non merger occurs when a corporate transaction results in a merger, but when that merger was effectuated using non merger methods such as asset acquisitions and redemptions . See Rauch v. RCA Corp., 861 F.2d 29 (2nd Cir. 1988). A… …   Wikipedia

  • De facto non-merger — A de facto non merger occurs when a corporate transaction results in a merger, but when that merger was effectuated using non merger methods such as asset acquisitions and redemptions. See Rauch v. RCA Corp., 861 F.2d 29 (2nd Cir. 1988). A… …   Wikipedia

  • de facto — /diy faektow/ In fact, in deed, actually. This phrase is used to characterize an officer, a government, a past action, or a state of affairs which must be accepted for all practical purposes, but is illegal or illegitimate. Thus, an office,… …   Black's law dictionary

  • de facto — /diy faektow/ In fact, in deed, actually. This phrase is used to characterize an officer, a government, a past action, or a state of affairs which must be accepted for all practical purposes, but is illegal or illegitimate. Thus, an office,… …   Black's law dictionary

  • Education Minnesota — Full name Education Minnesota Founded 1998 Members 70,000 Country …   Wikipedia

  • Deutsche Babcock — AG (full name: Deutsche Babcock and Wilcox Dampfkessel Werke Aktion Gesellschaft) was a German manufacturing company based in Oberhausen in the Ruhr District, the center of the German economy. The company was established in 1898 as a German… …   Wikipedia

  • First Boston — Infobox Company company | company name = The First Boston Corporation company type = Corporation foundation = 1933 location = New York City industry = Investment services products = Financial Services Investment Banking First Boston Corporation… …   Wikipedia

Share the article and excerpts

Direct link
… Do a right-click on the link above
and select “Copy Link”