15 Pa. Cons. Stat. § 1105

Restriction on equitable relief.

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§ 1105. Restriction on equitable relief.

A shareholder of a business corporation shall not have any right to obtain, in the absence of fraud or fundamental unfairness, an injunction against any proposed plan or amendment of articles authorized under any provision of this title, nor any right to claim the right to valuation and payment of the fair value of his shares because of the plan or amendment, except that he may dissent and claim such payment if and to the extent provided in Subchapter D of Chapter 15 (relating to dissenters rights) where this title expressly provides that dissenting shareholders shall have the rights and remedies provided in that subchapter. Absent fraud or fundamental unfairness, the rights and remedies so provided shall be exclusive. Structuring a plan or transaction for the purpose or with the effect of eliminating or avoiding the application of dissenters rights is not fraud or fundamental unfairness within the meaning of this section.

(Oct. 22, 2014, P.L.2640, No.172, eff. July 1, 2015)

Cross References. Section 1105 is referred to in sections 1571, 1904 of this title.

Notes of Decisions

Cited in 6 cases, 2000–2014 · leading case: Mitchell Partners, L.P. v. Irex Corp.

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Mitchell Partners, L.P. v. Irex Corp. (2012) pa · cites it 9× “15 Pa.C.S. § 1105 (emphasis added). Mitchell Partners, L.”

Mitchell Partners, L.P. v. Irex Corp. (2011) ca3 · cites it 5× “Specifically, 15 Pa. Cons.Stat. § 1105, titled "Restriction on equitable relief," provides: A shareholder of a business corporation shall not have any right to obtain, in the absence of fraud or fundamental unfairness, an injunction against any proposed plan or amendment of…”

First Union National Bank v. Quality Carriers Inc. (2000) pactcomplphilad “15 Pa.C.S. §1105. . It is important to note that Jones was decided before significant changes were made to Pennsylvania corporate statutes between 1988 and 1990.”

Colorcon, Inc. v. United States (2013) uscfc “See 15 Pa.C.S. § 1105; Mitchell Partners, L.P.”

Mitchell Partners, L.P. v. Irex Corp. (2012) pa “This Court shall consider the following issue, as framed by the United States Court of Appeals for the Third Circuit: Whether 15 Pa.C.S. § 1105, which “provide[s] for appraisal of the value of the share of minority shareholders who are ‘squeezed out’ in a cash-out merger[,]…”

McCoy-McMahon, D. v. Godlove, J.C., II (2014) pasuperct · cites it 3× “Rather, that case involved the interpretation of a particular statute, 15 Pa.C.S. § 1105, which dictates what types of equitable relief are available to shareholders, and Mitchell is not controlling with regard to the instant case.”

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