ARNOLD V. SOCIETY FOR SAVINGS BANCORP, INC.
650 A.2d 1270 (1994)
NATURE OF THE CASE: Arnold (P) appealed a summary judgment granted from a suit arising
out of a merger.
FACTS: This suit arose out of a merger of BBC Connecticut Holding Corporation ('BBC'), a
wholly-owned Connecticut subsidiary of Bank of Boston Corporation ('BoB'), a Massachusetts
corporation, into Society for Savings (Society), a wholly-owned Connecticut subsidiary of
Society for Savings Bancorp, Incorporated ('Bancorp'), a Delaware corporation. Bancorp
ultimately merged with BoB. P was a Bancorp stockholder. Bancorp, BoB, BBC, and twelve of
fourteen members of Bancorp's board of directors were named as defendants. P claimed in part
violations of the duty to disclose by omissions and misrepresentations in the proxy
statement used for the merger. Bancorp defended in that its certification of incorporation
adopted 102(b)(7) which exempts directors from liability for negligent breaches of duty. P
claimed that 102(b)(7) was not meant to cover disclosure claims and even if it were these
acts were intentional and knowing. The court held that the errors in the proxy statement
were immaterial and awarded summary judgment. P appealed.
ISSUE:
RULE OF LAW:
HOLDING AND DECISION:
LEGAL ANALYSIS:
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