A freeze-out merger, sometimes called a squeeze-out or cash-out merger, is a transaction a controlling shareholder structures to eliminate the minority's equity interest, typically by merging the company into a controller-owned entity and paying minority shareholders cash rather than allowing them to remain equity holders. It is a common step in taking a company fully private.

Because the controller stands on both sides of the deal — deciding to do it, setting the price, and receiving the benefit — freeze-out mergers are the paradigm case for entire fairness review. Minority shareholders typically have two potential responses: an appraisal proceeding seeking a judicially determined fair value for their shares, or a fiduciary duty suit challenging the fairness of the deal itself, and sometimes both.

A freeze-out fight is really two linked disputes — process fairness and price fairness — running on parallel tracks with different remedies. Juricratic models them as separate but linked branches from the same transaction event, so a user can see how a weakness in the deal's process, like a compromised special committee, changes projected exposure even holding the valuation numbers constant.

Controlling shareholders use independent special committees, arm's-length negotiation, and a majority-of-the-minority vote to try to insulate a freeze-out from entire fairness liability. Minority shareholders and their counsel evaluate whether to pursue appraisal, a fiduciary duty claim, or both, based on which process and valuation weaknesses the deal record actually shows.