Legal Opinion
Morrison v. Berry
Supreme Court of Delaware
Decided July 9, 2018No. 445, 2017PublishedCited by 60 opinions
1Opinion of the Court
VALIHURA, Justice:
*272 This case calls into question the integrity of a stockholder vote purported to qualify for Corwin "cleansing." It offers a cautionary reminder to directors and the attorneys who help them craft their disclosures: "partial and elliptical disclosures" 1 cannot facilitate the protection of the business judgment rule under the Corwin doctrine. 2
In March 2016, soon after The Fresh Market (the "Company") announced plans to go private, the Company publicly filed certain required disclosures under the federal securities laws. 3 Given that the transaction involved a tender offer,…
2Cases cited28 opinions
- TSC Industries, Inc. v. Northway, Inc.Supreme Court of the United States · 1976
- Central Mortgage Co. v. Morgan Stanley Mortgage Capital Holdings LLCSupreme Court of Delaware · 2011
- Savor, Inc. v. FMR Corp.Supreme Court of Delaware · 2002
- In Re General Motors (Hughes) Shareholder LitigationSupreme Court of Delaware · 2006
- Rosenblatt v. Getty Oil Co.Supreme Court of Delaware · 1985
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3Cited by60 opinions
- Olenik v. LodzinskiSupreme Court of Delaware · 2019
- ARC Global Investments II, LC v. Digital World Acquisition Corp.Court of Chancery of Delaware · 2024
- Anchorage Police & Fire Retirement System v. Rudy AdolfCourt of Chancery of Delaware · 2025
- Aron English v. Charles K. NarangCourt of Chancery of Delaware · 2019
- Bamford v. Penfold, L.P.Court of Chancery of Delaware · 2020
55 more not listed; retrieve them via the Exa API.