Walter J. Schloss Associates v. Arkwin Industries, Inc.

Mangano, J. (dissenting).

Based on the facts, which are accurately set forth in the majority’s opinion, it is their view, and that of Special Term, that the appraisal procedures contained in section 623 of the Business Corporation Law are not the exclusive remedies for the injuries asserted and that plaintiff’s failure to avail itself of these procedures does not bar the instant action, which as represented by plaintiff, seeks damages, and, by implication, only damages.1

I respectfully disagree.

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Article 9 of the Business Corporation Law authorizes any two or more domestic corporations to merge…