kaal:claim:3017612-022

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.

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.

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

Wulf A. Kaal, Shareholder Agreements - National Report of the United States of America (2017). SSRN: https://ssrn.com/abstract=3017612

• close corporations
• merger structured to eliminate a minority shareholder
• Third Circuit in Coleman v. Taub

failuresupport: evidencedfailure: consent-does-not-waive-fiduciary-claimfamily: investor-protection-gapcorporate-governance

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