Hariton v. Arco Electronics, Inc. (Del. 1963)

This case addresses the question whether an asset sale that achieves the same purpose as a merger should be subjected to the rules applicable to mergers as a “de facto merger.”

Questions:

1. Why did the defendant structure the deal as an asset sale rather than a merger?
2. What is the Delaware Supreme Court’s position on the de facto merger theory? (NB: This position is still good law in Delaware.)

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