Skeen v. Jo-Ann Stores, Inc.

BERGER, Justice.

In this appeal, we consider the adequacy of corporate disclosures to minority stockholders who were “cashed out” in a merger approved by the majority stockholder. The minority stockholders complain that they were not given enough financial information to decide whether to accept the merger consideration or seek appraisal. They say, in essence, that the settled law governing disclosure requirements for mergers does not apply, and that far more valuation data must be disclosed where, as here, the merger decision has been made and the only decision for the minority is whether to…