Coleman v. Taub

OPINION OF THE COURT

ROSENN, Circuit Judge.

The sole question presented on this appeal is whether a “freeze-out” merger was impermissible under Delaware law. On cross motions for summary judgment, the district court found, in this diversity action, that no valid purpose existed for the merger. For this reason, the court concluded that the cashed-out minority shareholder was entitled to relief under Delaware law.1 It thereupon entered summary judgment for the plaintiff and denied defendants’ cross motion. 487 F.Supp. 118 (D.Del.1980). Due to the special contractual relationship between the…