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Business Organizations Keyed to Macey
Virginia Bankshares, Inc. v. Sandberg
Citation:501 U.S. 1083 (1991)
In December 1986, First American Bankshares, Inc. began a freeze-out merger, in which the First American Bank of Virginia eventually merged into Virginia Bankshares, Inc., a wholly owned subsidiary of FABI. VBI owned 85% of the Bank’s shares, the remaining 15% being in the hands of some 2,000 minority shareholders. Though Virginia law required only that such a merger proposal be submitted to a vote at a shareholders’ meeting, the directors nevertheless solicited proxies for voting on the proposal at the annual meeting. In their solicitation, the directors urged the proposal’s adoption and approved the plan because of its opportunity for the minority shareholders to achieve a high value. Though most minority shareholders gave the proxies requested, respondent Sandberg did not and she sought damages.
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