id	author	title	date	pages	extension	mime	words	sentence	flesch	summary	cache	txt
inlawrev-2318	Venditti, Lex L.	Corporations	1978	23	.pdf	application/pdf	10840	520	56	The inability of ap- praisal rights to adequately compensate minority shareholders may be an additional justification for limiting the application of the remedy in a squeeze-out merger.27 Prior to Gabhart, Indiana courts adhered to the traditional rule and refused to enjoin a merger unless there was evidence of fraud or a breach of fiduciary duty. 38 The Indiana Supreme Court in Gabhart was unwilling to intrude into corporate management to the same extent as the Singer court.39 The court, confining the corporation to the statutory procedures outlined under the Indiana General Corporations Act, analyzed a merger without a legitimate business purpose as a defacto cor- porate dissolution and concluded that the squeeze-out merger operated as a dissolution favoring the selected majority shareholders.40 Because a dissolution is designed to sever relation- ships among corporate shareholders, the court reasoned there was no justification for allowing the majority shareholders to apply the more restricted merger provisions to accomplish the same result.41 Consequently, under Gabhart, minority shareholders may challenge any offending merger as a defacto dissolution.	cache/inlawrev-2318.pdf	txt/inlawrev-2318.txt