Paskill Corp. v. Alcoma Corp.
Delaware Supreme Court
747 A.2d 549 (2000)
- Written by Sharon Feldman, JD
Facts
Paskill Corporation (plaintiff) was a minority shareholder of Okeechobee, Inc. Okeechobee was merged into a wholly owned subsidiary of Alcoma Corporation (defendant). Okeechobee’s minority shareholders were to receive in cash the net asset value of their stock, which would be calculated by assessing the fair market value of Okeechobee’s assets and subtracting Okeechobee’s liabilities, including capital-gains tax that would be paid on unrealized appreciation. After the merger was approved, Paskill exercised its right to appraisal of its shares. Paskill and Alcoma both appealed the chancery court’s valuation. Paskill argued that the court should not have deducted speculative future tax liabilities. Alcoma maintained that estimated expenses that would be incurred when Okeechobee’s assets were sold should have been included.
Rule of Law
Issue
Holding and Reasoning (Holland, J.)
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