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This article examines the dissent of Justice Duffy in the now withdrawn Delaware Supreme Court opinion of Weinberger v. UOP, Inc. which affirmed the lower-court decision and ruled that a cash-out merger whereby a parent company bought out the minority shareholders of a subsidiary was permissible. The court concluded that the price was fair, there was a proper purpose for the transaction, and that the investment banking firm that was paid by the parent company had no fiduciary duty to the minority and, absent a showing of a conspiracy, was not liable for damages.

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merger, shareholder, investment banking, fiduciary duty