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Weinberger V. UOP

Deutsch, Jan
Keywords
merger
 shareholder
 investment banking
 fiduciary duty
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Faculty Scholarship Series
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Weinburger_v_UOP.pdf
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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This article examines the dissent of Justice Duffy in the now withdrawn Delaware Supreme Court opinion of Weinberger v. UOP, Inc. which affirmed the lower-court decision and ruled that a cash-out merger whereby a parent company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.
URI
http://hdl.handle.net/20.500.13051/3494