The following excerpt is from Green v. Santa Fe Industries, Inc., 533 F.2d 1283 (2nd Cir. 1976):
The answer to this is that the exception above quoted refers generally to all mergers, and is nothing but a reaffirmation of the ever-present power of equity to deal with illegality or fraud. But it has no bearing here. No illegality or overreaching is shown. The dispute reduces to nothing but a difference of opinion as to value. Indeed it is difficult to imagine a case under the short merger statute in which there could be such actual fraud as would entitle the minority to set aside the merger. . . . This power of the parent corporation to eliminate the minority is a complete answer to plaintiff's charge of a breach of trust against the directors of the (merged subsidiary). . . . Stauffer v. Standard Brands, Inc., 41 Del.Ch. 7, 187 A.2d 78, 80 (1962). 8 (emphasis supplied)
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