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Business Organizations Keyed to Cox
Virginia Bankshares, Inc. v. Sandberg
Citation:501 U.S. 1083 (1991)
In December 1986, First American Bankshares, Inc. (FABI) began a freeze-out merger, in which the First American Bank of Virginia (Bank) eventually merged into Virginia Bankshares, Inc. (VBI), a wholly owned subsidiary of FABI. Based on market quotations, an investment banking firm gave the Bank an opinion that $42 a share would be a fair price for the minority stock. The Bank approved the merger proposal. The directors solicited proxies for voting on the proposal at an annual meeting. In their solicitation, the directors urged the proposal’s adoption and stated they had approved the plan because of its opportunity for the minority shareholders to achieve a high value. Although most minority shareholders gave the proxies requested, respondent Sandberg did not, and after approval of the merger she sought damages from VBI, FABI, and the directors of the Bank.
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