Case For Ma Law

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. exacting lawcourt of Delaware. Alden SMITH and toilette W. Gosselin, Plaintiffs Below, Appellants, v. Jerome W. van GORKOM, Bruce S. Chelberg, William B. Johnson, Joseph B. Lanterman, Graham J. Morgan, Thomas P. OBoyle, W. Allen Wall(a)is, 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 self-denial of Reargument: March 14, 1985. Class action was brought by shareholders of corporation, before seek rescission of cashout optical fusion of corporation into new corporation. Alternate fill-in in form of damages was sought-after(a) against members of room of directors, new corporation, and o wners of parent of new corporation. Following trial, the Court of Chancery, granted persuasion for directors by unreported letter opinion, and shareholders appealed. The Supreme Court, Horsey, J.

, held that: (1) boards decision to okay proposed cash-out merger was not product of sensible business design; (2) board acted in grossly absent manner in approving amendments to merger proposal; and (3) board failed to disclose all material facts which they knew or should have cognize before securing stockholders boon of merger. On motions for reargument, the Court held that one directors absence seizure from meetings of directors at which me rger agreement and amendments to merger agre! ement were okay did not pull through that director from personal liability. turn and Remanded. McNeilly and Christie, JJ., filed dissenting opinions and dissented in recess from denial of moWest Headnotes [1] Corporations and Business Organizations ci 1841 101 Corporations and Business Organizations 101VII Directors, Officers, and Agents...If you require to get a adequate essay, order it on our website: BestEssayCheap.com

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