No Independent Committee Spawns 'Unfair Dealing' Claim

Business Valuation UpdateVol. 5 No. 7
Legal and Court Case Update
July 1999

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6021 National Commercial Banks
522110 Commercial Banking
breach of fiduciary duty
fair value, fair market value (FMV)
Nebel v. Southwest Bancorp
1999 Del. Ch. LEXIS 30
March 9, 1999
US
State Court
Delaware
Court of Chancery
David Clarke (for Nebel)<br>Robert F. Reilly (for Southwest)
Jacobs

Summary

M.G. Bancorporation Inc. (MGB) was merged into its 91.68% stockholder parent Southwest Bancorp Inc. (SWB) in a short-form cash-out merger on Nov. 17, 1993.

See Also

Nebel v. Southwest Bancorp

Full Text of Court Cases
March 9, 1999

At issue are the plaintiff's complaints about substantive unfairness, disclosure violations, and a "wrong page" claim, based on the improper inclusion in the merger notice of a page of another state's appraisal statute.