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Business Organizations Keyed to Bauman
Klang v. Smith’s Food & Drug Centers, Inc.
Citation:702 A.2d 150 (Del. 1997).
SFD owned and operated supermarkets in the Southwestern United States. On January 29, 1996, SFD entered into an acquisition agreement with The Yucaipa Companies. As obligated by its agreement, SFD needed to institute a self-tender offer in which it would repurchase 50% of its stock. SFD hired an investment firm, Houlihan Lokey Howard & Zukin, to examine the transaction and determine SFD’s solvency. Houlihan issued an opinion to the SFD board that the transaction would not endanger SFD’s solvency or impair its capital in violation of Section 160. SFD’s board approved the transaction and, on May 23, 1996, the stockholders also approved the transaction. SFD repurchased 50% of its shares at a price of $36 per share.
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