Full case includes Shepard's, Headnotes, Legal Analytics from Lex Machina, and more.
488 A.2d 858 *; 1985 Del. LEXIS 421 **; 46 A.L.R.4th 821; Fed. Sec. L. Rep. (CCH) P91,921
ALDEN SMITH and JOHN W. GOSSELIN, Plaintiffs Below, Appellants, v. JEROME W. VAN GORKOM, BRUCE S. CHELBERG, WILLIAM B. JOHNSON, JOSEPH B. LANTERMAN, GRAHAM J. MORGAN, THOMAS P. O'BOYLE, W. ALLEN WALLIS, 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
Subsequent History: [**1] As Amended March 14, 1985. Motion for Reargument of March 14, 1985, Reported at: 488 A.2d 858 at 898.
Reargument denied by Smith v. Van Gorkom, 1985 Del. LEXIS 590 (Del., Mar. 14, 1985)
Costs and fees proceeding at Smith v. Van Gorkom, 1985 Del. Ch. LEXIS 516 (Del. Ch., Oct. 11, 1985)
Prior History: Upon Appeal from the Court of Chancery.
Disposition: Reversed and Remanded.
merger, stockholders, per share, proxy statement, shareholders, stock, merger agreement, business judgment, board of directors, approve, premium, Supplemental, buy-out, business judgment rule, senior management, leveraged, recommend, valuation, shares, financing, notice, offers, proxy, voted, member of the board, disclose, terms, announcement, mailed, board meeting
Civil Procedure, Appeals, Standards of Review, Clearly Erroneous Review, Business & Corporate Law, Management Duties & Liabilities, Fiduciary Duties, Business Judgment Rule, Governments, Fiduciaries, Directors & Officers, General Overview, Defenses, Scope of Authority, Evidence, Inferences & Presumptions, Torts, Proof, Custom, Business Customs, Negligence, Gross Negligence, Mergers & Acquisitions Law, Mergers, Duties & Liabilities of Directors & Officers, Duties & Liabilities of Shareholders, Takeovers & Tender Offers, Meetings & Voting, Special Meetings, Fundamental Changes