Shell Petroleum, Inc. v. Smith

MOORE, Justice.

Shell Petroleum, Inc., the successor to SPNV Holdings, Inc. (“Holdings”), appeals a decision of the Court of Chancery awarding the class plaintiffs, all former minority shareholders of Shell Oil Company (“Shell”), damages for material misstatements made to the latter in connection with a short form “freeze-out” merger initiated by Holdings. We agree that the misstatements were material and that Holdings must bear responsibility for them. Accordingly, we affirm.

I

In early 1984, Royal Dutch Petroleum Company (“Royal Dutch”), through various subsidiaries, controlled approximately…