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Business Organizations Keyed to Macey
Weinberger v. UOP, Inc.
Citation:
457 A.2d 701 (1983)Facts
Signal is diversified, technically based company operating through various subsidiaries. UOP, formerly known as Universal Oil Products Company, was a diversified industrial company. In 1974 Signal sold one of its wholly-owned subsidiaries for $420,000,000 in cash. On March 6, 1978, both the Signal and UOP boards were convened to consider the proposed merger. Walkup, Signal’s board chairman, and also a UOP director, attended UOP’s meeting with Crawford to present Signal’s position. Arledge and Chitiea, along with Signal’s other designees on UOP’s board, participated by conference telephone. Signal’s board unanimously adopted a resolution authorizing Signal to propose a UOP a cash merger of $21 per share. Despite the swift board action of the two companies, the merger was not submitted to UOP’s shareholders until their annual meeting on May 26, 1978. A primary issue is the preparation by two UOP directors, Arledge and Chitiea, of their feasibility study for the exclusive use and benefit of Signal.
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