WEINBERGER V. UOP, INC.
457 A.2d 701 (1983)
NATURE OF THE CASE: Action to rescind cash-out merger.
FACTS: Signal Corp. owned 50.5% of UOP stock (D). Seven of UOP's 13 directors, including
the president, were also directors or employees of Signal. Two directors of Signal prepared
a feasibility study for Signal in which they state that $24 would be a fair price for a
cash-out merger for the shares. The study was given to all of the Signal directors, but was
never disclosed to D's non-Signal directors. Nor was it disclosed to the minority
stockholders who owned the remaining 49.5%. The minority stockholders voted to approve the
merger at $21 per share based upon a fairness opinion letter hurriedly prepared by an
investment banking firm, and the misleading impression that there were real negotiations
between the parent and the subsidiary over the merger price. Weinberger (P) is a minority
stockholder in D.
ISSUE:
RULE OF LAW:
HOLDING AND DECISION:
LEGAL ANALYSIS:
Get
free access to the entire content for Mac, PC or Online
for 2-3 days and free samples
of all kinds of products.
for 2-3 days and free samples of all kinds of products.
https://bsmsphd.com
© 2007-2016 Abn Study Partner
No comments:
Post a Comment