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Business Organizations Keyed to Allen
Virginia Bankshares, Inc. v. Sandberg
Citation:
501 U.S. 1083 (1990).Facts
In December 1986, FABI began merging Bank and VBI. VBI was a wholly-owned subsidiary of FABI. VBI owned 85% of the Bank’s stock and the other 15% were held by 2,000 minority shareholders. An outside investment banking firm gave the opinion that the appropriate price for the minority shareholder’s stock was $42 per share. The Bank’s board of directors solicited proxies for voting on the proposed purchase of the minority shares. In the solicitation, the directors urged adoption of the proposal and stated that minority shareholders would achieve a “high” value and “fair” price for their stock. Most minority shareholders gave the requested proxies.
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