Docudata Records Management Services, Inc. v. Wieser

OPINION

ANDELL, Justice.

This appeal presents two interrelated questions of first impression concerning the circumstances under which a corporation may be considered “sold.” The first issue is whether the transfer of “control” of a parent corporation from one shareholder group to another corporate entity constitutes a sale of one of the parent corporation’s wholly-owned subsidiaries. The second issue is whether the merger of a wholly-owned subsidiary into the parent corporation, pursuant to the terms of a share exchange agreement involving the parent corporation, constitutes a sale of the…