Legal Opinion
Clements v. Rogers
Court of Chancery of Delaware
Decided November 8, 2001No. Civil Action 15711PublishedCited by 29 opinions
1Opinion of the Court
MEMORANDUM OPINION
STRINE, Vice Chancellor.
Texas Industries Inc. (“TXI”) purchased the 16% of Chaparral Steel Company it did not already own in a December 31, 1997 merger. The merger price of $15.50 per share was negotiated between TXI and a “Special Committee” comprised of the only two members of the Chaparral board not affiliated with TXI. The merger’s approval was guaranteed by TXI’s votes and was not made contingent on a majority of the minority vote.
Even before the merger terms were finally negotiated, this action was brought challenging the fairness of the merger, and naming the…
2Cases cited16 opinions
- Cede & Co. v. Technicolor, Inc.Supreme Court of Delaware · 1994
- Kahn v. Lynch Communication Systems, Inc.Supreme Court of Delaware · 1994
- Arnold v. Society for Savings Bancorp, Inc.Supreme Court of Delaware · 1994
- Stroud v. GraceSupreme Court of Delaware · 1992
- Burkhart v. DaviesSupreme Court of Delaware · 1991
11 more not listed; retrieve them via the Exa API.
3Cited by29 opinions
- In re Orchard Enterprises, Inc.Court of Chancery of Delaware · 2014
- Pfeffer v. RedstoneSupreme Court of Delaware · 2009
- ASARCO LLC v. Americas Mining Corp.District Court, S.D. Texas · 2008
- In re Pure Resources, Inc., Shareholders LitigationCourt of Chancery of Delaware · 2002
- Morrison v. BerrySupreme Court of Delaware · 2018
24 more not listed; retrieve them via the Exa API.