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Corporations Keyed to Hazen
Virginia Bankshares, Inc. v. Sandberg
Citation:
501 U.S. 1083 (1991)Facts
Respondents argue that a link existed and was essential simply because VBI and FABI would have been unwilling to proceed with the merger without the approval manifested by the minority shareholders’ proxies, which would not have been obtained without the solicitation’s express misstatements and misleading omissions. In the alternative, respondents argue that the proxy statement was an essential link between the directors’ proposal and the merger because it was the means to satisfy a state statutory requirement of minority shareholder approval, as a condition of saving the merger from voidability resulting from a conflict of interest on the part of one of the Bank’s directors, Jack Beddow, who voted in favor of the merger while also serving as a director of FABI.
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