Case For Ma Law Essay

30790 WordsOct 19, 2011124 Pages
FOR EDUCATIONAL USE ONLY 488 A.2d 858, 46 A.L.R.4th 821, Fed. Sec. L. Rep. P 91,921 (Cite as: 488 A.2d 858) Page 1 tions for reargument. Supreme Court of Delaware. Alden SMITH and John W. Gosselin, Plaintiffs Below, Appellants, v. Jerome W. VAN GORKOM, Bruce S. Chelberg, William B. Johnson, Joseph B. Lanterman, Graham J. Morgan, Thomas P. O'Boyle, W. Allen Wallis, Sidney H. Bonser, William D. Browder, Trans Union Corporation, a Delaware corporation, Marmon Group, Inc., a Delaware corporation, GL Corporation, a Delaware corporation, and New T. Co., a Delaware corporation, Defendants Below, Appellees. Submitted: June 11, 1984. Decided: Jan. 29, 1985. Opinion on Denial of Reargument: March 14, 1985. Class action was brought by shareholders of corporation, originally seeking rescission of cashout merger of corporation into new corporation. Alternate relief in form of damages was sought against members of board of directors, new corporation, and owners of parent of new corporation. Following trial, the Court of Chancery, granted judgment for directors by unreported letter opinion, and shareholders appealed. The Supreme Court, Horsey, J., held that: (1) board's decision to approve proposed cash-out merger was not product of informed business judgment; (2) board acted in grossly negligent manner in approving amendments to merger proposal; and (3) board failed to disclose all material facts which they knew or should have known before securing stockholders' approval of merger. On motions for reargument, the Court held that one director's absence from meetings of directors at which merger agreement and amendments to merger agreement were approved did not relieve that director from personal liability. Reversed and Remanded. McNeilly and Christie, JJ., filed dissenting opinions and dissented in part from denial of moWest Headnotes [1] Corporations and Business

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