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Heilbrunn v. Sun Chemical Corp.

150 A.2d 755 (1959)

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Heilbrunn v. Sun Chemical Corp.

Delaware Supreme Court

150 A.2d 755 (1959)

Facts

Sun Chemical Corporation (Sun) (defendant) entered into an agreement to acquire the Ansbacher-Siegle Corporation (Ansbacher). The corporations structured the acquisition as an asset sale rather than a statutory merger. Sun was to acquire all of Ansbacher’s assets and liabilities in exchange for Sun stock. Then, Ansbacher was to dissolve its corporation and distribute the Sun stock to its shareholders. The necessary majority of Sun shareholders approved the transaction. However, several of Sun’s common shareholders (plaintiffs) dissented. The dissenting shareholders sued, claiming that the transaction, despite its form as an asset sale, was a de facto merger and that they were entitled to appraisal rights. The chancery court dismissed the dissenting shareholders’ complaint on this issue, and they appealed.

Rule of Law

Issue

Holding and Reasoning (Southerland, C.J.)

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