Legal Opinion
Appel v. Berkman
Supreme Court of Delaware
Decided February 20, 2018No. 316, 2017PublishedCited by 29 opinions
1Opinion of the Court
STRINE, Chief Justice:
*1057 I.
Diamond Resorts International's board of directors recommended to its stockholders that they sell their shares to a private equity buyer, Apollo Global Management, for cash in a two-step merger transaction involving a front-end tender offer followed by a back-end merger under Section 251(h). The proxy statement had a detailed recitation of the background leading to the merger, and the reasons for and against it. But notably absent from that recitation was that the company's founder, largest stockholder, and still Chairman, Stephen J. Cloobeck, had abstained from…
2Cases cited13 opinions
- TSC Industries, Inc. v. Northway, Inc.Supreme Court of the United States · 1976
- Virginia Bankshares, Inc. v. SandbergSupreme Court of the United States · 1991
- Smith v. Van GorkomSupreme Court of Delaware · 1985
- Rosenblatt v. Getty Oil Co.Supreme Court of Delaware · 1985
- Fed. Sec. L. Rep. P 90,328 in Re International Business MacHines Corporate Securities Litigation Charles Kowal, Peter R. Herold, Albert Ominsky, Douglas Ominsky, Andrew Ominsky, Steven Horowitz, Dina Horowitz, Joan Howard, Mark Gardy, M.E. Lifshitz, Wai Chinn, Alexander Sands, Donald Lewis, Bruce Murphy, Barnett Stepak, and William Steiner v. International Business MacHines Corporation and Frank A. Metz, Jr.Court of Appeals for the Second Circuit · 1998
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3Cited by29 opinions
- Morrison v. BerrySupreme Court of Delaware · 2018
- Noelle Lee v. Robert FisherCourt of Appeals for the Ninth Circuit · 2023
- Olenik v. LodzinskiSupreme Court of Delaware · 2019
- y Centerra v. Poag & McEwenColorado Court of Appeals · 2021
- Accelerant Twister, LLC v. Marjo, LLCDistrict Court, D. Delaware · 2023
24 more not listed; retrieve them via the Exa API.