Stauffer v. Standard Brands Inc.

Southerland, Chief Justice:

This is a suit by a minority stockholder of Planters Nut and Chocolate Company, a Delaware corporation, attacking the validity of the merger of that corporation into Standard Brands on the ground of constructive fraud. Standard Brands moved to dismiss the complaint and the Vice Chancellor granted the motion. Plaintiff appeals.

This case involves the so-called “short merger statute”. 8 Del.C. § 253. As recently amended it permits the merger of a ninety-percent owned subsidiary into the parent corporation by the unilateral *9act of the board of directors of the parent.…