(DOWNLOAD) "John Bershad v. Curtiss-Wright Corporation" by Supreme Court of Delaware # eBook PDF Kindle ePub Free
eBook details
- Title: John Bershad v. Curtiss-Wright Corporation
- Author : Supreme Court of Delaware
- Release Date : January 30, 1987
- Genre: Law,Books,Professional & Technical,
- Pages : * pages
- Size : 71 KB
Description
Plaintiff, John Bershad, brought this action against the defendants, Curtiss-Wright Corporation ("Curtiss-Wright") and Dorr-Oliver
Incorporated ("Dorr-Oliver"), in the Court of Chancery, challenging a 1979 cash-out merger of Dorr-Oliver by its parent, Curtiss-Wright.
Bershad alleged (1) that the merger was effectuated without a proper business purpose; and (2) that the shareholder vote approving
the merger was invalid since Dorr-Oliver's proxy statement failed to inform minority stockholders that Curtiss-Wright had
a strict policy against selling its 65 % holdings in Dorr-Oliver. The Vice Chancellor held that under Weinberger v. UOP, Inc.. " Del. Supr., 457 A.2d 701 (1983), Bershad's improper purpose
claim failed. In addition, the trial Judge found that defendants did not breach their fiduciary duty of candor since the proxy
statement fully informed minority shareholders of all material facts regarding the merger. The Court of Chancery then dismissed
the claims of Bershad and all stockholders who either voted in favor of the merger or accepted its benefits by tendering their
shares for payment under the merger agreement.