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Business Organizations Keyed to Smith
Klang v. Smith’s Food & Drug Centers, Inc.
Citation:
702 A.2d 150 (Del. 1997)Facts
SFD entered into a merge and share repurchase agreement with another supermarket company. Before the board formally approved the agreement, it engaged an outside firm to determine the financial impact of the merger, specifically on the outstanding par value of SFD stock. Following the merger, it was discovered the firm’s report erroneously did not include other liabilities which resulted in negative valuation of the company’s “Total Invested Capital.” Common stock owners alleged this valuation caused an impairment of capital, which they alleged was brought about by the improper balance-sheet calculation.
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Topic:
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