In Re CNX Gas Corp. Shareholders Litigation
Court of Chancery of Delaware
1Opinion of the Court
OPINION
LASTER, Vice Chancellor.
Representatives of a putative class of minority stockholders have challenged a controlling stockholder freeze-out structured as a first-step tender offer to be followed by second-step short-form merger. The plaintiffs have sued the controlling stockholder, its controlled subsidiary, and the four members of the subsidiary board. Three of the subsidiary directors are also directors of the controller. The fourth is an independent outsider and the sole member of the special committee formed to respond to the controller’s ten der offer. The plaintiffs have moved for…
2Cases cited33 opinions
- Weinberger v. UOP, Inc.Supreme Court of Delaware · 1983
- Nemec v. ShraderSupreme Court of Delaware · 2010
- Unocal Corp. v. Mesa Petroleum Co.Supreme Court of Delaware · 1985
- Kahn v. Lynch Communication Systems, Inc.Supreme Court of Delaware · 1994
- Sinclair Oil Corporation v. LevienSupreme Court of Delaware · 1971
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3Cited by21 opinions
- In re MFW Shareholders LitigationCourt of Chancery of Delaware · 2013
- In re Southern Peru Copper Corp. Shareholder Derivative LitigationCourt of Chancery of Delaware · 2011
- In Re Volcano Corporation Stockholder LitigationCourt of Chancery of Delaware · 2016
- Ernesto Espinoza v. Mark ZuckerbergCourt of Chancery of Delaware · 2015
- Starr International Co. v. Federal Reserve BankDistrict Court, S.D. New York · 2012
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