This article relates to the standing and right of a minority shareholder, who has dissented from a cash-out merger and commenced an appraisal proceeding, to pursue a separate individual claim of fraud in the merger through an action for rescissory damages against the participants for breaches of fiduciary duties to the shareholder. This issue arises from a cash-out merger of the minority shareholder. The situation encompasses two suits: a first filed statutory appraisal proceeding (the "Appraisal Action"); and a later filed shareholder's individual suit for damages for alleged fraud, conspiracy, self-dealing and waste of corporate assets (the "Fraud Action").
"Alternative Relief Available to Dissenting Shareholders of a Cash-Out Merger,"
Akron Law Review: Vol. 23
, Article 7.
Available at: http://ideaexchange.uakron.edu/akronlawreview/vol23/iss2/7