Hariton v. Arco Electronics, Inc. case brief

Hariton v. Arco Electronics, Inc. case brief summary
188 A.2d 123 (Del. 1963)

CASE SYNOPSIS

Plaintiff shareholder appealed Court of Chancery for New Castle's (Delaware) grant of summary judgment for defendant corporation and dismissal of plaintiff's complaint, arguing sale of assets under Del. Code Ann. tit 8, § 271, dissolution and distribution of shares, a de facto merger, was illegal.

CASE FACTS
Plaintiff shareholder sued defendant corporation to enjoin consummation of a plan to sell defendant's assets under Del. Code Ann. tit. 8, § 271, dissolve pursuant to Del. Code Ann. tit. 8, § 275, and distribute the purchasing corporation's stock to shareholders. Plaintiff contended that the sale of assets and dissolution statutes could not be legally combined, and that the plan constituted a de facto merger without affording shareholders rights provided in the merger statute. The trial court granted summary judgment for defendant and dismissed plaintiff's complaint.

DISCUSSION

• The court affirmed, holding the combination of the sale of assets and dissolution statutes was legal. 
• Although defendant's actions did accomplish a de facto merger, the sale of assets and merger statutes were independent and the validity of actions taken pursuant to one statute did not depend on the other.

CONCLUSION
The court affirmed; although defendant corporation's actions did have same result as a merger, combining sale of assets statute and mandatory plan of dissolution and distribution was legal.

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