Business Associations Keyed to Hamilton
Virginia Bankshares, Inc. v. Sandberg
Facts
The First American Bank of Virginia (Bank) merged into Virginia Bankshares, Inc. (VBI) (Defendant). First American Bankshares, Inc., (FABI) (Defendant), the parent company of VBI (Defendant), hired an investment banking firm to give its opinion on the appropriate price for shares of the minority holders who would lose their interest due to the merger. Based on market quotations and unverified information from FABI (Defendant), the investment banking firm determined that $42 a share would be a fair price. According to the directors’ proxy solicitation, the merger proposal was approved at that price, as it was an opportunity for the minority shareholders to get a high value and a fair price for their minority stock. Sandberg (Plaintiff), who had not voted for the merger, then filed suit against VBI (Defendant) and FABI (Defendant), alleging violation of § 14(a) and Rule 14a-9, and breach of fiduciary duties owed the minority shareholders under state law. The jury held for Plaintiff, finding that she would have received $60 per share had her stock been valued properly. The court of appeals affirmed, and VBI (Defendant) appealed.
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