Legal Opinion
In Re Cogent, Inc. Shareholder Litigation
Court of Chancery of Delaware
Decided October 5, 2010No. Civil Action 5780-VCPPublishedCited by 34 opinions
1Opinion of the Court
OPINION
PARSONS, Vice Chancellor.
This matter involves a stockholder challenge to a two-step acquisition in which a third-party acquirer has agreed to commence a tender offer for the target corporation’s stock to be followed by a back-end merger at the same tender -offer price. Plaintiffs allege that the target’s board of directors breached its fiduciary duties by agreeing to recommend that its stockholders accept the acquirer’s tender offer of $10.50 per share, which Plaintiffs contend is an inadequate price and the result of an unfair sales process. Specifically, Plaintiffs assert that the…
2Cases cited27 opinions
- Daubert v. Merrell Dow Pharmaceuticals, Inc.Supreme Court of the United States · 1993
- TSC Industries, Inc. v. Northway, Inc.Supreme Court of the United States · 1976
- Revlon, Inc. v. MacAndrews & Forbes Holdings, Inc.Supreme Court of Delaware · 1986
- Rosenblatt v. Getty Oil Co.Supreme Court of Delaware · 1985
- Paramount Communications Inc. v. QVC Network Inc.Supreme Court of Delaware · 1994
22 more not listed; retrieve them via the Exa API.
3Cited by34 opinions
- RBC Capital Markets, LLC v. JervisSupreme Court of Delaware · 2015
- C & J Energy Services, Inc. v. City of Miami General Employees'Supreme Court of Delaware · 2014
- In Re Del Monte Foods Co. Shareholders LitigationCourt of Chancery of Delaware · 2011
- In re Trulia, Inc. Stockholder LitigationCourt of Chancery of Delaware · 2016
- In Re Volcano Corporation Stockholder LitigationCourt of Chancery of Delaware · 2016
29 more not listed; retrieve them via the Exa API.