An agreement of a closely held corporation restricting the disposition of stock by family stockholders is not triggered by a “cash-out merger,” since the term “merger” was not explicitly used in the agreement, a severely split en banc Superior Court ruled in Seven Springs Farm Inc. v. Crocker.
Pennsylvania corporation law disfavors agreements restricting the transfer of stock, requiring them to be strictly construed, said Judge Michael Eakin, joined by Judges Joseph A. Hudock, Zoran Popovich and Kate Ford Elliott.
This content has been archived. It is available through our partners, LexisNexis® and Bloomberg Law.
To view this content, please continue to their sites.
Not a Lexis Subscriber?
Not a Bloomberg Law Subscriber?
LexisNexis® and Bloomberg Law are third party online distributors of the broad collection of current and archived versions of ALM's legal news publications. LexisNexis® and Bloomberg Law customers are able to access and use ALM's content, including content from the National Law Journal, The American Lawyer, Legaltech News, The New York Law Journal, and Corporate Counsel, as well as other sources of legal information.
For questions call 1-877-256-2472 or contact us at [email protected]