Legal Opinion
Zirn v. VLI Corp.
Supreme Court of Delaware
Decided August 23, 1996No. 333, 1995PublishedCited by 123 opinions
1Opinion of the Court
VEASEY, Chief Justice.
In this appeal, we follow and apply the law of partial disclosures. We hold that it is materially misleading to advise stockholders in a tender offer transaction of part, but only part, of the advice of the company’s patent counsel as to the patent status of the company’s most valuable asset. We also hold that the directors are exempt from liability for monetary damages for good-faith disclosure violations by virtue of the company’s certificate of incorporation adopting the exemption authorized by 8 Del.C. § 102(b)(7).
We are asked to consider whether defendants…
2Cases cited27 opinions
- TSC Industries, Inc. v. Northway, Inc.Supreme Court of the United States · 1976
- Weinberger v. UOP, Inc.Supreme Court of Delaware · 1983
- Smith v. Van GorkomSupreme Court of Delaware · 1985
- Levitt v. BouvierSupreme Court of Delaware · 1972
- Rosenblatt v. Getty Oil Co.Supreme Court of Delaware · 1985
22 more not listed; retrieve them via the Exa API.
3Cited by123 opinions
- Malpiede v. TownsonSupreme Court of Delaware · 2001
- Emerald Partners v. BerlinSupreme Court of Delaware · 1999
- Foremost Ins. Co. v. ParhamSupreme Court of Alabama · 1997
- Malone v. BrincatSupreme Court of Delaware · 1998
- H-M Wexford LLC v. Encorp, Inc.Court of Chancery of Delaware · 2003
118 more not listed; retrieve them via the Exa API.