22 Cited authorities

  1. Auerbach v. Bennett

    47 N.Y.2d 619 (N.Y. 1979)   Cited 534 times   14 Legal Analyses
    Finding that "committee promptly engaged eminent special counsel to guide its deliberations and to advise it"
  2. Kahn v. M&F Worldwide Corp.

    88 A.3d 635 (Del. 2014)   Cited 154 times   97 Legal Analyses
    Holding that the business judgment standard of review governs squeeze-out mergers between a controlling stockholder and its subsidiary only where the merger is "conditioned ab initio upon both the approval of an independent, adequately-empowered Special Committee that fulfills its duty of care; and the uncoerced, informed vote of a majority of minority stockholders."
  3. Lyondell Chemical Co. v. Ryan

    970 A.2d 235 (Del. 2009)   Cited 173 times   6 Legal Analyses
    Holding that to plead bad faith the plaintiff must well-plead that "the directors knew that they were not discharging their fiduciary obligations."
  4. Kahn v. Tremont Corp.

    694 A.2d 422 (Del. 1997)   Cited 134 times   7 Legal Analyses
    Holding that process was "so intertwined with price" that a finding of fair price would not allow the defendants to prevail
  5. Alpert v. 28 Williams St. Corp.

    63 N.Y.2d 557 (N.Y. 1984)   Cited 172 times   8 Legal Analyses
    Holding that fiduciaries owe a duty of candor
  6. Ackerman v. 305 East 40th Owners Corp.

    189 A.D.2d 665 (N.Y. App. Div. 1993)   Cited 122 times

    January 19, 1993 Appeal from the Supreme Court, New York County (Karla Moskowitz, J.). Apartment 3-0 at 305 East 40th Street became available when the record owner filed for bankruptcy and the bank, which held liens on the apartment, decided not to cure the owner's maintenance default and take over the apartment. The plaintiff, Murray Ackerman, a resident shareholder and director of the cooperative, decided to submit a bid for the apartment, which was to be sold at auction. According to Ackerman

  7. In re Southern Peru Copper Corp.. S'holder Derivative Litig..

    30 A.3d 60 (Del. Ch. 2011)   Cited 64 times   6 Legal Analyses
    Finding that, "from inception, the Special Committee fell victim to a controlled mindset and allowed [the controlling stockholder] to dictate the terms and structure of the Merger"
  8. Wolf v. Rand

    258 A.D.2d 401 (N.Y. App. Div. 1999)   Cited 89 times   1 Legal Analyses
    Holding that damages for conversion of profits belonged to the closely held corporation and not the shareholder bringing the suit
  9. Saito v. McKesson HBOC, Inc.

    806 A.2d 113 (Del. 2002)   Cited 80 times   3 Legal Analyses
    Holding that a stockholder of the parent corporation would be entitled to inspect the subsidiary's books and records that had not been provided to the parent before or after the merger only if the "`subsidiary is in fact the mere alter ego of the parent. . . .'"
  10. IN RE COX COMMUNICATIONS, INC

    879 A.2d 604 (Del. Ch. 2005)   Cited 65 times   5 Legal Analyses
    Approving a settlement and observing that "there is no requirement that the court deny approval of a settlement if it concludes that the claims to be released could not withstand a motion to dismiss," "the weakness of the claims to be released is factored into the court's analysis of the fairness and reasonableness of the settlement," and "there is no just reason to disapprove settlements in cases where the class is being treated fairly simply because it is arguable that the class possesses no viable claims at all"
  11. Section 220 - Inspection of books and records

    Del. Code tit. 8 § 220   Cited 677 times   97 Legal Analyses
    Defining subsidiary as “any entity directly or indirectly owned, in whole or in part, by the corporation of which the stockholder is a stockholder and over the affairs of which the corporation directly or indirectly exercises control, and includes, without limitation , corporations, partnerships, limited partnerships, limited liability partnerships, limited liability companies, statutory trusts and/or joint ventures”