Weinberger v. UOP, Inc.

MOORE, Justice:

This post-trial appeal was reheard en banc from a decision of the Court of Chan- eery. 1 It was brought by the class action plaintiff below, a former shareholder of UOP, Inc., who challenged the elimination of UOP’s minority shareholders by a cash-out merger between UOP and its majority owner, The Signal Companies, Inc. 2 Originally, the defendants in this action were Signal, UOP, certain officers and directors of those companies, and UOP’s investment banker, Lehman Brothers Kuhn Loeb, Inc. 3 The present Chancellor held that the terms of the merger were fair to the plaintiff…