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Business Organizations Keyed to Macey
Smith v. Van Gorkom
Citation:
488 A.2d 858 (1985)Facts
Trans Union was a publicly-traded, diversified holding company. The company had difficulty in generating sufficient taxable income to offset increasingly large investment tax credits (ITCs). Van Gorkom, Trans Union’s Chairman and Chief Executive Officer, met with Pritzker without consulting his board members. Van Gorkom knew that Pritzker intended to make a cash-out merger offer at Van Gorkom’s proposed $55 per share. At Trans Union’s meeting, all ten directors were present except one. Van Gorkom began the meeting with a twenty-minute oral presentation. Copies of the proposed merger agreement were delivered too late for study before the meeting. Van Gorkom did not disclose to the board, however, the methodology by which he alone had arrived at the $55 figure. The directors still approved the proposed merger agreement.
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