Gilliland v. Motorola, Inc.

OPINION AND ORDER

LAMB, Vice Chancellor.

I

In an earlier opinion, this court found that a majority stockholder breached its fiduciary duty by making incomplete disclosures in a notice of short-form merger sent in connection with the second step of a two-step going-private transaction. That opinion left unresolved what relief might be available to remedy this misconduct. The plaintiff, a former stockholder, now moves for an order determining that the proper form of relief is a class-based “quasi-appraisal” on behalf of all stockholders whose shares were exchanged for cash in the freeze-out merger.