Legal Opinion
Cirrus Holding Co. v. Cirrus Industries, Inc.
Court of Chancery of Delaware
Decided July 19, 2001No. C.A. 18978PublishedCited by 17 opinions
1Opinion of the Court
MEMORANDUM OPINION
LAMB, Vice Chancellor.
I. INTRODUCTION
This case involves a proposed issuance to a new investor of a majority block of stock in a Delaware corporation that, al though it is not a public corporation, does not now have a majority stockholder. That transaction is embodied in a stock purchase agreement that requires a stockholder vote for its approval. That contract includes a form of “fiduciary out” that purports to regulate by contract the exercise of the directors’ fiduciary duties in relation to competing proposals received by the corporation. It also includes a provision for…
2Cases cited12 opinions
- Revlon, Inc. v. MacAndrews & Forbes Holdings, Inc.Supreme Court of Delaware · 1986
- Smith v. Van GorkomSupreme Court of Delaware · 1985
- Paramount Communications Inc. v. QVC Network Inc.Supreme Court of Delaware · 1994
- Unitrin, Inc. v. American General Corp.Supreme Court of Delaware · 1995
- Ivanhoe Partners v. Newmont Mining Corp.Supreme Court of Delaware · 1987
7 more not listed; retrieve them via the Exa API.
3Cited by17 opinions
- Aeroglobal Capital Management, LLC v. Cirrus Industries, Inc.Supreme Court of Delaware · 2005
- Cpi Card Grp., Inc. v. John Dwyer, Multi Packaging Solutions, Inc.District Court, D. Maine · 2017
- Martin Marietta Materials, Inc. v. Vulcan Materials Co.Supreme Court of Delaware · 2012
- North River Insurance v. Mine Safety Appliances Co.Supreme Court of Delaware · 2014
- Martin Marietta Materials, Inc. v. Vulcan Materials Co.Court of Chancery of Delaware · 2012
12 more not listed; retrieve them via the Exa API.