Form and Substance of a Merger: A Reading of Farris v. Gelen Alden Corp.

Abstract

The style of the following article, while not unusual for the author, is likely to be quite unfamiliar to the reader. The article offers a multifaceted analysis of the subject under consideration and employs a method whereby the reader is continually exposed to slightly varied factual patterns which give insight into the reasoning of the decisionmaking bodies. The technique, in effect, forces the reader toward the conclusion while offering little in the way of customary concrete guidelines. Thus, the article's unorthodox approach and complexity require considerable effort from the reader. Accordingly, this brief preface and several editors' notes have been provided to assist the reader. Successful judicial opinions serve at least two functions: they resolve a particular controversy before the court and, at the same time, contribute to the continuing development of a viable legal doctrine. In a few instances, moreover, an opinion may provide an impetus for academic comment upon the merits of the decision and the doctrine it represents. The decision of the Supreme Court of Pennsylvania in Farris v. Glen Alden Corp. is such an opinion. In this article, Professor Deutsch offers a functional basis for the de facto merger doctrine espoused by the Farris court, indicates how academicians have distorted that decision, and demonstrates the significance of the de facto merger doctrine for various professionals.