Roland International Corp. v. Najjar

(for the majority):

In this appeal, we consider whether the rule announced in Singer v. Magnavox Co., Del.Supr., 380 A.2d 969 (1977), applies to a short-form merger under the Delaware Corporation Law, 8 Del.C. § 253. We hold that it does.

I

This is a class action brought by a minority stockholder of Roland International Corporation (Roland), a Delaware corporation, for money damages allegedly resulting from a breach of fiduciary duty owed to minority stockholders in connection with a merger between Roland and Landro Corporation (Landro), also a Delaware corporation. There was no prayer for other…