Krieger v. Gast

OPINION AND ORDER

QUIST, District Judge.

TABLE OF CONTENTS

I. Facts. 766

II. Procedural History. 769

III. Motion Standard . 770

IV. Discussion. 770

A. Was There A Plan?. 770

B. Does Michigan Law Permit An “Entire Fairness” Challenge To A Freeze-Out Merger?. 774

C. Did Defendants Breach Their Fiduciary Duties To Krieger And The Class? . 778

1. Misrepresentations. 779

a. The Terms on Which the Continuing Shareholders Would Sell Most of Their Stock to Gast. 779

b. The $140 Per Share Price to be Paid by RDY Aria. 780

2. Omissions . 781

a. The “Plan” . 781

b. Financial Statements. 781

c. The Lack of a Fairness…