Zirn v. VLI Corp.

WALSH, Justice:

This is an appeal from a decision of the Court of Chancery in a class action initiated by Marilyn Zirn (“Zirn”), a shareholder of VLI Corporation (“VLI”). Zirn appeals from a post-trial determination that the defendants-appellees did not breach their duty of disclosure or commit equitable fraud in connection with the merger of VLI with American Hospital Corporation (“AHP”). 1 We conclude that the Court of Chancery erred in its application of the standard for determining the materiality of disclosure to shareholders in a merger context. We further conclude that the Trial Court…