Pennsylvania Statutes Title 15 Pa.C.S.A. Corporations and Unincorporated Associations § 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)  1 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.