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Business Associations Keyed to Bainbridge
Weinberger v. UOP, Inc.
Citation:
457 A.2d 701 (Del.Sup.1983)Facts
Signal is a diversified, technically based company operating through various subsidiaries. Its stock is publicly traded. UOP was a diversified industrial company engaged in various lines of business, including petroleum and petro-chemical services. In 1974, Signal sold one of its wholly-owned subsidiaries for $420,000,000 in cash. Signal then agreed to purchase from UOP 1,500,000 shares of OP’s authorized but unissued stock at $21 per share. However, by the end of 1977, Signal was unsuccessful in finding other suitable investment candidates for its excess cash. There was a consensus that a price of $20 to $21 per share would be share to both Signal and the minority shareholders of UOP. Two UOP directors, Arledge and Chitiea, conducted a study for the exclusive use and benefit of Signal and the data described the advantages of Signal of ousting the minority at a price range of $21-$24 per share.
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