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The de facto merger doctrine states that courts will look to substance over form when determining whether statutory merger law applies to a company's shareholders. Thus, where an asset acquisition leads to the same result as a statutory merger, these jurisdictions demand that shareholders are given the same rights as in the statutory merger. The doctrine was primarily established in Farris v. Glen Alden Corp., 143 A.2d 25 (Pa. 1958).

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  • De facto merger (en)
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  • The de facto merger doctrine states that courts will look to substance over form when determining whether statutory merger law applies to a company's shareholders. Thus, where an asset acquisition leads to the same result as a statutory merger, these jurisdictions demand that shareholders are given the same rights as in the statutory merger. The doctrine was primarily established in Farris v. Glen Alden Corp., 143 A.2d 25 (Pa. 1958). (en)
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  • The de facto merger doctrine states that courts will look to substance over form when determining whether statutory merger law applies to a company's shareholders. Thus, where an asset acquisition leads to the same result as a statutory merger, these jurisdictions demand that shareholders are given the same rights as in the statutory merger. The doctrine was primarily established in Farris v. Glen Alden Corp., 143 A.2d 25 (Pa. 1958). Since the establishment of the doctrine in Pennsylvania, many courts have adopted their own versions of the doctrine or rejected it. The de facto merger in application allows courts to declare the nature of a transaction stated as a sale-of-assets into a merger; therefore, all rights and liabilities attached to a statutory merger would be applied. (en)
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