Weinberger v. UOP, Inc. Case Brief Summary | Law Case Explained скачать в хорошем качестве

Weinberger v. UOP, Inc. Case Brief Summary | Law Case Explained

Get more case briefs explained with Quimbee. Quimbee has over 16,300 case briefs (and counting) keyed to 223 casebooks ► https://www.quimbee.com/case-briefs-o... Weinberger v. UOP, Inc. | 457 A.2d 701 (1983) In recent decades, there’s been a wave of corporate mergers and acquisitions. In some cases, the acquiring company engages in a freeze-out merger, or cash-out merger, whereby the majority of the acquired company’s stock is owned by the acquiring company, which forces a buyout of the acquired company’s outstanding stock over the minority shareholders’ objections. Are freeze-out mergers legal? The Delaware Supreme Court addressed this issue in Weinberger versus UOP, Incorporated. The Signal Companies bought 50.5 percent of the publicly held shares of UOP. Signal appointed six of the thirteen directors on UOP’s board. Signal eventually decided to acquire the rest of UOP’s outstanding shares. Two of Signal’s board members, who also served on UOP’s board, prepared a study for Signal’s board. Their study found that acquiring the remaining 49.5 percent of UOP’s stock at twenty four dollars per share would be a sound investment. UOP’s president and CEO, James Crawford, who was on Signal’s board, recommended to Signal’s board that it should offer to pay up to twenty one dollars per share for UOP’s remaining stock. Signal’s board agreed. Before the offer, Crawford retained Lehman Brothers, an investment bank, to produce an opinion concerning the fairness of the offer to the minority shareholders. In a hastily prepared opinion, Lehman Brothers stated that twenty one dollars per share would be fair. The directors of both corporations approved the merger, conditioned upon the approval by a majority of UOP’s minority shareholders. At UOP’s annual meeting, a majority of UOP’s minority shareholders approved the merger with Signal at the price of twenty one dollars per share. After the merger, UOP became a subsidiary of Signal. Minority UOP shareholders were paid twenty one dollars per share. William Weinberger, a minority shareholder, filed a class-action lawsuit against Signal, UOP, and Lehman Brothers in state court, asking for a rescission of the merger or, alternatively, damages. Weinberger alleged that Signal and UOP had misrepresented UOP’s shares’ value and that UOP’s directors had breached their fiduciary duty by failing to negotiate a greater sale price. The trial court entered judgment for the defendants. Weinberger appealed to the Delaware Supreme Court. Want more details on this case? Get the rule of law, issues, holding and reasonings, and more case facts here: https://www.quimbee.com/cases/weinber... The Quimbee App features over 16,300 case briefs keyed to 223 casebooks. Try it free for 7 days! ► https://www.quimbee.com/case-briefs-o... Have Questions about this Case? Submit your questions and get answers from a real attorney here: https://www.quimbee.com/cases/weinber... Did we just become best friends? Stay connected to Quimbee here: Subscribe to our YouTube Channel ► https://www.youtube.com/subscription_... Quimbee Case Brief App ► https://www.quimbee.com/case-briefs-o... Facebook ►   / quimbeedotcom   Twitter ►   / quimbeedotcom   #casebriefs #lawcases #casesummaries