Quickturn Design Systems, Inc. v. Shapiro

HOLLAND, Justice:

This is an expedited appeal from a final judgment entered by the Court of Chancery. The dispute arises out of an ongoing effort by Mentor Graphics Corporation (“Mentor”), a hostile bidder, to acquire Quickturn Design Systems, Inc. (“Quickturn”), the target com pany. The plaintiffs-appellees are Mentor 1 and an unaffiliated stockholder of Quickturn. The named defendants-appellants are Quick-turn and its directors.

In response to Mentor’s tender offer and proxy contest to replace the Quickturn board of directors, as part of Mentor’s effort to acquire Quickturn, the Quickturn…