Breed v. Barton

OPINION OP THE COURT

Wachtler, J.

This appeal presents two issues for our consideration. First, may shareholders who dissent from a corporate merger and pursue their statutory appraisal rights maintain a derivative action on behalf of the merged corporation? Second, may these dissenting shareholders maintain an action for money damages in their individual capacity for fraud alleged to have occurred in connection with the merger, absent a primary request for equitable relief?

Shepard Niles Crane and Hoist Corporation (Old Shepard) merged into Shepcan Corporation (Shepcan) a wholly owned…