Mitchell Partners, L.P. v. Irex Corp.

OPINION

Justice SAYLOR.

We accepted certification from the United States Court of Appeals for the Third Circuit to address the exclusiveness of a statutory appraisal remedy provided, under Pennsylvania corporate law, to minority shareholders in certain merger scenarios.

Per Pennsylvania’s Business Corporation Law,1 a shareholder of a domestic business corporation may have prescribed entitlements — termed “dissenter’s rights” — upon the shareholder’s objection to the corporation’s participation in a merger (or some other transactions entailing fundamental corporate changes). See 15 Pa.C.S. §…