Lillian S. Rauch v. Rca Corporation, General Electric Company and Gesub, Inc., Defendants

MAHONEY, Circuit Judge:

Plaintiff Lillian S. Rauch appeals from a judgment of the United States District Court for the Southern District of New York, John F. Keenan, Judge, dismissing her class action complaint challenging the propriety of a merger effected by defendants for failure to state a claim upon which relief can be granted. The district court held that Rauch’s action was barred by Delaware’s doctrine of independent legal significance. We affirm.

Background

This case arises from the acquisition of RCA Corporation (“RCA”) by General Electric Company (“GE”). On or about December 11, 1985,…