Question: Over a period of several years the Curtiss Wright Corporation

Over a period of several years, the Curtiss Wright Corporation (Curtiss Wright) purchased 65 percent of the stock of Dorr Oliver Incorporated (Dorr Oliver). Curtiss Wright’s board of directors decided that a merger with Dorr Oliver would be beneficial to Curtiss Wright. The board voted to approve a merger of the two companies and to pay $ 23 per share to the stockholders of Dorr Oliver. The Dorr Oliver board and 80 percent of Dorr Oliver’s shareholders approved the merger. The merger became effective. John Bershad, a minority shareholder of Dorr Oliver, voted against the merger but thereafter tendered his 100 shares and received payment of $ 2,300. Bershad subsequently sued, alleging that the $ 23 per share paid to Dorr Oliver shareholders was grossly inadequate. Can Bershad obtain minority shareholder appraisal rights? Bershad v. Curtiss Wright Corporation, 535 A. 2d 840, 1987 Del. Lexis 1313 (Supreme Court of Delaware)

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