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Corporations Keyed to Rhee
Smith v. Van Gorkom
Citation:
488 A.2d 858 (Del. 1985Facts
Jerome Van Gorkom, Trans Union’s Chairman and Chief Executive Officer, met with senior management to discuss Trans Union’s difficulty in producing sufficient taxable income. On September 6, 1980, Donald Romans, Chief Financial Officer of Trans Union, brought up the idea of a leveraged buy-out as a possible alternative to the company’s acquisition program. On September 19, Van Gorkom called a special meeting of the Trans Union Board. Ten directors were present at the meeting. All of the board were well informed about the company and its operations as a going concern. They were familiar with the current financial condition of the company. Van Gorkom began the meeting with a twenty-minute oral presentation. Copies of the proposed merger agreement were delivered too late for study during the meeting. He did not disclose to the board the methodology by which he alone had arrived at the $55 figure. The merger agreement was later executed by Van Gorkom at a formal social event.
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