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Summary
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Covers
application of DGCL
to M&A disclosures
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Recent Cases
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Delaware Court of Chancery
Gilliland v Motorola Inc
Short-form Mergers
- Decision 10.08.04 859 A2d 80(Del Ch 2004)
- Required notice given after a short-form merger must either be accompanied
by detailed financial disclosures or disclose summary financial information
and adequately advise shareholders about where and how to obtain more
detailed information
- Motion for summary judgment granted in
part, denied in part
- Decision re: Remedy
3.04.05
Alessi
v Beracha [Earthgrains] Odd-lot Tender Offers
- Decision
5.11.04
- Company failed to disclose secret merger negotiations while a company sponsored odd-lot
stock purchase program was in effect
- Company was acquired at a
substantial premium
- Court refused to dismiss
fiduciary duty claims against directors
- 2004 WL 1052389
In
re The MONY Group Inc Proxy Statement Disclosures
SEC_CODE_REF_0090001192884
- Court grants preliminary injunction delaying
stockholder vote on a proposed merger
- Proxy statement contained inadequate
information about change-in-control agreements for senior management
- Limited preliminary injunction granted
- Further claims of inadequate disclosure in the
revised proxy statement lack merit
- Either factually unsupported or would improperly
require the defendant directors to characterize their actions and decisions
ODS Technologies v Marshall
(Del Ch 2003)
Zirn v VLI Corp
(Del 1996)
- Discussed in
Gilliland v Motorola
(Del Ch 2004)
- All parties rely heavily upon the Supreme Court's decision in Zirn v. VLI
Corp.18 In Zirn, the stockholder plaintiff argued that the corporate
defendants had made insufficient disclosure in their notice of short-form
merger, which contained only summary financial information and a history of
recent trading prices.19 The Supreme Court emphasized that the majority
stockholder in a short-form merger must disclose all information materially
related to the decision whether to accept the consideration offered or seek
appraisal.20 The Supreme Court also noted, however, that the short-form
merger is "an essentially summary procedure," and that the notice of merger
"is primarily intended to notify the stockholders of action being taken by
the parent corporation and to apprise the stockholders of their appraisal
remedy."21
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Related Topics
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