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. sovereign tribunal of Delaware. Alden SMITH and basin 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, originally seek rescission of cashout optical fusion of corporation into inexperient corporation. Alternate fill-in in form of damages was want against members of panel 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 aware business design; (2) board acted in grossly oblivious 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 merger agreement and amendments to merger agreement were authorise did not pull through that director from personal liability. reverse and Remanded. McNeilly and Christie, JJ., filed dissenting opinions and dissented in recess from denial of moWest Headnotes [1] Corporations and Business Organizations hundred and one 1841 101 Corporations and B usiness Organizations 101VII Directors, Offi! cers, and Agents...If you require to get a profuse essay, order it on our website: BestEssayCheap.com

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