Goodwin v. Live Entertainment, Inc.
At issue is breach of fiduciary duty by defendant in connection to a merger.
Shareholder Disputes Merger on Breach of Fiduciary Duty, Misrepresentation
Stockholder challenges merger by vote of stockholders based on breach of fiduciary duty, misdisclosure of material facts, and unfair dealing.
Goldwasser v. Geller
At issue is the amount of damages awarded to the plaintiff on the basis of different stock valuations.
Valuation Date for Stock Is Distribution Date
Damages for breach of fiduciary duty were determined pursuant to a settlement agreement formula.
Boyer v. Wilmington Materials, Inc.
At issue is the valuation of the plaintiff's interest in Wilmington Materials, Inc.
Interested Directors Fail to Meet Entire Fairness Standard
This issue in this shareholder dispute is whether the defendants' approval of the sale of substantially all of the assets of Wilmington Materials Inc. (WMI) to Delaware Aggregates Inc. (DAI), in which five of the defendants had an interest, met the entire fairness standard applicable to interested transactions.
Demoulas v. Demoulas
At issue is the admittance of expert testimony.
G & N Aircraft, et al. v. Erich Boehm
The Indiana Court of Appeals affirmed the trial court's decision to award a minority shareholder the fair value of his interest in a court ordered buyout following a minority freeze out. The court affirmed the lower court's decision denying the applicati ...
Punitive Damages Allowed and Minority Interest Discount Rejected When Majority Oppression Is Evidenced
The Indiana Court of Appeals affirmed the trial court's decision to award a minority shareholder the fair value of his interest in a court ordered buyout following a minority freeze out.
Raymond E. Thorne v. Donald H. Bauder, et al.
The Colorado Court of Appeals ruled that a business broker's appraisal was a material fact which should have been disclosed during negotiations between the majority and minority shareholders in this breach of fiduciary duty action. The court considered a ...
Business Broker’s Opinion of Value Is a Material Fact Required to Be Disclosed to Minority Shareholders
The Colorado Court of Appeals ruled that a business broker's appraisal was a material fact that should have been disclosed during negotiations between the majority and minority shareholders in this breach of fiduciary duty action.
Matador Capital Management v. BRC Holdings, Inc.
At issue is the board's failure to protect shareholder's interest and maximize stock value during a merger.
Disclosure of Valuation Method Not Required
Plaintiffs, shareholders of defendant BRC Holdings Inc. (BRC) sought a preliminary injunction prohibiting the consummation of a planned tender offer followed by a merger of BRC and defendant ACS Acquisition Corp. (ACS).
Home Security of America, Inc. v. Karl R. Wellman, et al.
The Wisconsin Court of Appeals affirmed a jury's determination of lost profits due from a corporate officer's breach of fiduciary duty by establishing a competing errors and ommissions insurance business. The lost profits were established by expert testi ...
Lost Profits Calculated by Subtracting Actual From Projected Earnings
The Wisconsin Court of Appeals affirmed a jury's determination of lost profits due from a corporate officer's breach of fiduciary duty by establishing a competing errors and ommissions insurance business.
Controlling Stockholders Have No Duty to Share Control Premium Received
NCC Industries is a publicly traded Delaware corporation involved in the garment business.
Montgomery v. Aetna Plywood
At issue is the valuation of ESOP shares at the time of a stock transaction.
No Independent Appraiser Sought: ESOP Fiduciaries Clearly Liable for Breach
This case involves the sale of the controlling block of stock of Aetna Plywood Inc. held by the company's employee stock ownership plan (ESOP) to the company in a leveraged buyout.
Herzog, Heine, Geduld, Inc. v. NCC Industries
Plaintiffs alleged breach of fiduciary duty based on majority shareholders sale of stock at a control premium price, where public sale price dropped significantly thereafter.
O'Neil v. U.S. Spring Specialties, Inc.
On appeal of his breach of fiduciary duty claim, O'Neil presented evidence that he left a job with another spring manufacturer to join U.S. Spring, a privately held company he characterized as a "risky" venture, and contributed capital and served as vice president.
Cashed-Out Stockholders Seek Intrinsic Value of Stock, Not Book Value
Defendants seek summary judgment on claims by minority shareholders who were cashed out in a merger where the unaffiliated stockholders received $200 cash for each of their shares in Herget Financial.
William Sims, et al. v. Robert Tezak, et al.
The Illinois Court of Appeals reversed the lower court's grant of summary judgment to Tezak on Sims claims of fraud in connection with the sale of his minority interest to Tezak. It found that a hearer may rely upon the speaker's representations made duri ...
Full Disclosure of Documents Regarding Stock’s Value Required
The Illinois Court of Appeals reversed the lower court's grant of summary judgment to Tezak on Sims' claims of fraud in connection with the sale of his minority interest to Tezak.
Breach of Directors' Fiduciary Duty Gains Dissenters Expanded Remedy
The court in this case concluded that "the sole purpose of eliminating the minority stockholders" did not constitute a "proper business purpose" for a squeeze-out merger.
O'Neil v. U.S. Spring Specialties, Inc.
Issue was whether respondents' buyout offer was fair and whether their decision to demote O'Neil was justified.