Farris v. Glen Alden Corporation

Glen Alden Corporation (defendant), a coal mining company, agreed to acquire all of List Industries' assets, issue over 3 million new shares to List's shareholders, assume List's debts, rename itself List Alden, dissolve List, and carry on both companies' businesses, a deal that would leave List Alden stock worth only $21 per share versus Glen Alden's prior $38 per share. Shareholders approved the deal at Glen Alden's annual meeting, but Farris (plaintiff), a Glen Alden shareholder, sued to enjoin it, arguing the meeting notice never disclosed that this was really a merger, never told shareholders of their right to dissent and demand appraisal, and omitted required statutory disclosures. Glen Alden admitted the underlying facts but argued the deal was merely an asset purchase, not a merger, so no such notice was legally required; the trial court found it was a de facto merger and granted an injunction.