Contractual consent to a cash out does not extinguish fiduciary claims: a minority shareholder who agreed to receive cash for shares may still challenge the merger as a breach of fiduciary duty.
Source quote, verbatim
The merger agreement allowed the company to give the minority shareholder cash in exchange for shares, but the Third Circuit determined that even if a minority shareholder agrees to a cash out, he may still object to the merger on grounds of a breach of fiduciary duty.
From
Wulf A. Kaal, Shareholder Agreements - National Report of the United States of America (2017), III.1 Shareholders' Agreements on Shareholder Rights, p. 11 https://ssrn.com/abstract=3017612 · source PDF
Cite as
Wulf A. Kaal, Shareholder Agreements - National Report of the United States of America (2017). SSRN: https://ssrn.com/abstract=3017612
Holds when
close corporations
merger structured to eliminate a minority shareholder
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