aSmallWorld Holdings, Inc. was the holding company of ASMALLWORLD, an online social network with 850,000 members. ASW Capital AG held 95 percent ownership interest in aSmallWorld Holdings. In December 2012, ASW Capital created ASW Media and had it merge with aSmallWorld Holdings. Following the merger, ASW Capital became the parent of ASW Media and aSmallWorld Holdings ceased to exists. Staffan Ahrenberg, a minority shareholder sued ASW Capital and its board of directors, rejected the $0.96 per share of common stock and $1.24 per share of Preferred Series B stock offered in the merger agreement. Ahrenberg claimed that, although the independent valuation firm hired by the board priced aSmall World Holdings at $3.9 million, the valuation of $43 million ASW Capital itself placed on the same assets during a bid for financing should be used instead. Basically, Ahrenberg argued that the price for each share owned by minority shareholders should be based on the $43 million valuation and not the $3.9 million valuation. In bringing this action, Ahrenberg asserted claims of fraud, negligent misrepresentation, and quasi-appraisal, among others. The defendants moved to dismiss based on lack of standing. What kind of merger did ASW Capital, aSmallWorld Holdings, and ASW Media undergo? What are the rights of minority shareholders in such a merger? Do you think Ahrenberg had the right to sue the board of directors as a minority shareholder in such a merger? [AHRENBERG v. LIOTARD-VOGT, 2017 NY Slip Op 30667 (2017).] <