Mitchell Partners L.P. v. Irex Corp

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Shareholders implemented a plan to obtain majority ownership and buy out non-participating shareholders. Among other claims, non-participants allege that the participant-directors influenced a special committee formed to consider the fair value of shares held by non-participants. A state appraisal action is ongoing. The federal district court dismissed a suit alleging breach of fiduciary duty and unjust enrichment. The Third Circuit reversed and remanded. The Pennsylvania Supreme Court has not address whether a statute providing for appraisal of the value of shares of minority shareholders who are "squeezed out" in a cash-out merger precludes all other remedies; the court predicted that it would hold that the statute does not exclude the possibility of other claims. View "Mitchell Partners L.P. v. Irex Corp" on Justia Law