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Business Associations Keyed to Hamilton
Weinberger v. UPO, Inc.
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- Topic: Identifies the topic of law and where this case fits within your course outline.
- Parties: Identifies the cast of characters involved in the case.
- Procedural Posture & History: Shares the case history with how lower courts have ruled on the matter.
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- Brief Facts: A Synopsis of the Facts of the case.
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- Facts: What are the factual circumstances that gave rise to the civil or criminal case? What is the relationship of the Parties that are involved in the case. Review the Facts of this case here:
Signal, Inc. (Defendant) owned 50.5 percent of UOP (Defendant) stock. Seven of UOP’s (Defendant) directors, including the president, were also directors or employees of Signal (Defendant). Arledge and Chitiea, who were directors of UOP (Defendant) and Signal (Defendant), prepared a feasibility study for Signal (Defendant). The study concluded it would be a good investment for Signal (Defendant) to acquire the remaining 49.5 percent of UOP (Defendant) shares through a cash-out merger at any price up to $24 per share. The study was provided to all the Signal (Defendant) directors, including those who also served as a director on UOP’s (Defendant) board. However, according to evidence, the study was not disclosed to UOP’s (Defendant) six non-Signal (outside) directors. Neither was it disclosed to the minority shareholders who owned the remaining 49.5 percent of UOP (Defendant) stock. On February 28, Signal (Defendant) offered UOP (Defendant) a cash-out merger price of $21 per share. Four business days later, on March 6, the six non-Signal UOP (Defendant) directors (the seven common Signal-UOP directors abstained from voting) voted to approve the merger at $21 per share. The vote was mainly due to the fact that at the time, UOP’s (Defendant) market price was only $14.50 per share, and also there was a “fairness opinion letter” from UOP’s (Defendant) investment banker stating that the $21 per share was a fair price. The merger was then approved by a majority (51.9 percent) of the minority, i.e., remaining 49.5 percent, UOP (Defendant) shareholders. Weinberger (Plaintiff), a former minority shareholder of UOP (Defendant), then brought a class action to have the merger rescinded, claiming it was unfair to the former shareholders of UPO (Defendant). The Court of Chancery held for the Defendants. Plaintiff appealed.
- Issue(s): Lists the Questions of Law that are raised by the Facts of the case.
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