Applestein v. United Board & Carton Corp.
New Jersey Superior Court, Chancery Division
159 A.2d 146 (1960)
Relevant factsFree
United (defendant) proposed to acquire all shares and assume all liabilities of Interstate, wholly owned by Epstein (defendant), in exchange for giving Epstein 40% of United's shares, dissolving Interstate, and restructuring United's board so Epstein would control it as president; United's proxy statement characterized this as a stock purchase requiring only a majority vote and no appraisal rights, and dissenting shareholders (plaintiffs) sued, arguing it was actually a de facto merger.
IssueFree
Whether dissenting shareholders are entitled to appraisal rights when a stock exchange and asset sale are used to accomplish a virtual consolidation of two corporations.