Full case includes Shepard's, Headnotes, Legal Analytics from Lex Machina, and more.
634 A.2d 345 *; 1993 Del. LEXIS 398 **; Fed. Sec. L. Rep. (CCH) P97,811
CEDE & CO. and CINERAMA, INC., Petitioners Below, Appellants/Cross-Appellees, v. TECHNICOLOR, INC., Respondent Below, Appellee/Cross-Appellant. CINERAMA, INC., a New York corporation, Plaintiff Below, Appellant/Cross-Appellee, v. TECHNICOLOR, INC., a Delaware corporation, MORTON KAMERMAN, ARTHUR N. RYAN, FRED R. SULLIVAN, GUY M. BJORKMAN, GEORGE LEWIS, JONATHAN T. ISHAM, MACANDREWS & FORBES GROUP, INCORPORATED, a Delaware corporation, MACANFOR CORPORATION, and RONALD O. PERELMAN, Defendants Below, Appellees/Cross-Appellants.
Subsequent History: As Revised November 1, 1993. Final Mandate, Case Closed January 18, 1994. Second Revision January 18, 1994. Mandate issued January 19, 1994. Mandate withdrawn January 24, 1994. Motion for reargument filed January 24, 1994. Third Revision February 24, 1994. Reargument denied February 24, 1994. Reported at: 1994 Del. LEXIS 414.
Memorandum Opinion of October 6, 1994: Reported at: 1994 Del. Ch. LEXIS 178.
Modified by, On rehearing at, in part, Rehearing denied by, in part Cede & Co. v. Technicolor, 636 A.2d 956, 1994 Del. LEXIS 414 (Del., 1994)
Dismissed by, On remand at, Sub nomine at Cinerama, Inc. v. Technicolor, 663 A.2d 1134, 1994 Del. Ch. LEXIS 178 (Del. Ch., 1994)
Prior History: [**1] Court Below: Court of Chancery of the State of Delaware in and for New Castle County. C.A. No. 7129. C.A. No. 8358
Cinerama, Inc. v. Technicolor, Inc., 1991 Del. Ch. LEXIS 105 (Del. Ch., June 21, 1991)
Disposition: Affirmed in part; Reversed in Part, and Remanded. The court affirmed the order in part on the ground that there was no error in the chancellor's reformulation of materiality test for determining director self-interest; the order was reversed in part on ground that the chancellor erred as matter of law in requiring plaintiff to show injury to rebut business judgment presumption of care. The court remanded the cause for further proceedings.
shareholder, merger, self-interest, duty of care, stock, duty of loyalty, rebut, personal liability, business judgment rule, business judgment, sale of a company, due care, unanimity, breached, per share, appraisal, loyalty, shares, standard of review, breach of duty, burden of proof, approving, duty of disclosure, fiduciary duty, matter of law, trial court, stockholders, rescissory, purposes, damages
Civil Procedure, Appeals, Standards of Review, Clearly Erroneous Review, Torts, Proof, Custom, Business Customs, Business & Corporate Law, Directors & Officers, Management Duties & Liabilities, General Overview, De Novo Review, Governments, Fiduciaries, Mergers & Acquisitions Law, Mergers, Duties & Liabilities of Directors & Officers, Fiduciary Duties, Scope of Authority, Corporate Existence, Powers & Purpose, Powers, Business Judgment Rule, Causes of Action, Self-Dealing, Evidence, Inferences & Presumptions, Presumptions, Creation, Defenses, Duty of Loyalty, Duty, Affirmative Duty to Act, Takeovers & Tender Offers, Trials, Jury Trials, Province of Court & Jury, Duty of Care, Duties & Liabilities of Shareholders, Pretrial Judgments, Nonsuits, Burdens of Proof, Criminal Law & Procedure, Abuse of Public Office, Neglect of Office, Elements, Rebuttal of Presumptions, Meetings & Voting, Special Meetings, Fundamental Changes