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Business Associations Keyed to Diamond, 6th Ed.
Cede & Co. v. Technicolor, Inc.
Citation:
634 A.2d 345 (1994)Facts
In 1982, Technicolor was experiencing financial difficulties, particularly with its new One Hour Photo venture. Ronald Perelman of MAF became interested in acquiring Technicolor and contacted Technicolor director Fred Sullivan through an intermediary. Sullivan, without informing other board members, purchased additional Technicolor shares and facilitated a meeting between Perelman and Technicolor’s CEO Morton Kamerman.
After private negotiations between Kamerman and Perelman, they agreed on a price of $23 per share. Kamerman retained Goldman Sachs as an investment banker and Debevoise & Plimpton as legal counsel, but restricted their access to company information and personnel. On October 29, 1982, with only two days’ notice and limited information provided to most directors, the Technicolor board approved the merger. Sullivan was to receive a $150,000 finder’s fee, and Kamerman negotiated an enhanced employment contract.
MAF commenced a tender offer in November 1982, acquiring 82.19% of Technicolor shares. The merger was completed on January 24, 1983, with 89% of shareholders voting in favor. Cinerama, which owned 4.405% of Technicolor shares, dissented and pursued both appraisal and personal liability actions.
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