Coyne v. Park & Tilford Distillers Corp.

Southerland, Chief Justice:

This is a stockholders’ attack on

the legality of a corporate merger.

Prior to March 26, 1958, Schenley Industries, Inc., a Delaware corporation, owned 242,742 (more than 96%) of the 252,328.61 shares of Park & Tilford Distillers Corporation, another Delaware corporation. On that date Park was merged into Schenley by resolution of Schenley’s board of directors, adopted pursuant to the power conferred by Section 253 of the General Corporation Law — the “short-merger” statute. 8 Del.C. § 253. In its original form, as enacted in 1937 (41 Del.L. c. 131), this statute…