Title
Document Type
Article
Citation Information
Please cite to the original publication
Abstract
This article examines the dissent of Justice Duffy in the now withdrawn Delaware Supreme Court opinion of Weinberger v. UOP, Inc. which affirmed the lower-court decision and ruled that a cash-out merger whereby a parent company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.
Date of Authorship for this Version
1983
Keywords
merger, shareholder, investment banking, fiduciary duty
Included in
Banking and Finance Law Commons, Contracts Commons, Legal Ethics and Professional Responsibility Commons