Rabkin v. Philip A. Hunt Chemical Corporation

After buying 63.4% of Hunt's (defendant) stock at $25/share with an agreement to pay the same price for any remaining shares acquired within a year, Olin deliberately waited until just after that year expired to propose a cash-out merger for the remaining shares at only $20/share, despite Hunt's own financial advisor finding the shares worth $19 to $25 and recommending Olin raise its offer, which Olin declined to do. Minority shareholders (plaintiffs) sued, alleging Olin manipulated the merger's timing to avoid its earlier $25 commitment, and the Court of Chancery dismissed the suit, holding that absent fraud, appraisal rights were the shareholders' only remedy.