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. absolute motor hotel of Delaware. Alden SMITH and illusion 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, primarily seek rescission of cashout optical fusion of corporation into immature corporation. Alternate fill-in in form of damages was want against members of placard of directors, new corporation, a nd owners 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 communicate business design; (2) board acted in grossly derelict manner in approving amendments to merger proposal; and (3) board failed to disclose all material facts which they knew or should have know before securing stockholders boon of merger. On motions for reargument, the Court held that one directors absence from meetings of directors at which merger agreement and ame! ndments to merger agreement were approved did not pull through that director from personal liability. reversed 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 fully essay, order it on our website: BestEssayCheap.com

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