Glassman v. Unocal Exploration Corp.

BERGER, Justice.

In this appeal, we consider the fiduciary-duties owed by a parent corporation to the subsidiary’s minority stockholders in the context of a “short-form” merger. Specifically, we take this opportunity to reconcile a fiduciary’s seemingly absolute duty to establish the entire fairness of any self-dealing transaction with the less demanding requirements of the short-form merger statute. The statute authorizes the elimination of minority stockholders by a summary process that does not involve the “fair dealing” component of entire fairness. Indeed, the statute does not contemplate…