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Hariton v. Arco Electronics, Inc.

Delaware Supreme Court
188 A.2d 123 (Del. 1963)


Facts

Arco Electronics Corporation (Arco) (defendant) and Loral Electronics (Loral) entered into a “reorganization agreement” under section 271 of Delaware corporation law. The agreement was subject to stockholder approval and provided that Loral would acquire Arco’s assets; Loral would issue 283,000 shares of stock to Arco’s shareholders; and Arco would dissolve. The agreement was approved by Arco shareholders. Hariton (plaintiff), an Arco shareholder, brought suit, seeking to enjoin the “reorganization” on the grounds that it was illegal because it resulted in the same thing as a merger, but he was not given a chance to invoke his right of appraisal. The Delaware Court of Chancery granted Arco’s motion for summary judgment. Hariton appealed.

Rule of Law

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Issue

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Holding and Reasoning (Southerland, J.)

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  • A “yes” or “no” answer to the question framed in the issue section;
  • A summary of the majority or plurality opinion, using the CREAC method; and
  • The procedural disposition (e.g. reversed and remanded, affirmed, etc.).

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