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Business Assoctiations Keyed to Gabalson, 3rd Ed.
Virginia Bankshares, Inc. v. Sandberg
Citation:
501 U.S. 1083, 111 S. Ct. 2749, 115 L. Ed. 2d 929 (1991)Facts
In December 1986, First American Bankshares, Inc. (FABI) initiated a freeze-out merger in which First American Bank of Virginia (Bank) would merge into Virginia Bankshares, Inc. (VBI), a wholly owned subsidiary of FABI. VBI owned 85% of the Bank’s shares, with the remaining 15% held by approximately 2,000 minority shareholders. FABI hired an investment banking firm, Keefe, Bruyette & Woods (KBW), which opined that $42 per share would be a fair price for the minority stock. The Bank’s directors approved the merger proposal and solicited proxies from minority shareholders, stating they approved the plan because it provided an opportunity for shareholders to achieve a “high” and “fair” value for their shares. Evidence later showed that the directors did not believe the price was high or fair, that the market was closed and dominated by FABI, and that the Bank’s “going concern” value exceeded $60 per share. Sandberg refused to provide her proxy, and after the merger’s approval, she sued VBI, FABI, and the Bank’s directors for violations of § 14(a) and breach of fiduciary duties.
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