Weinberger V. Uop, Inc.
Cheff V. Mathes, Corporate Law In The United States, Revlon, Inc. V. Macandrews & Forbes Holdings, Inc.
978-613-9-11336-1
6139113369
64
2012-01-09
29.00 €
eng
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Please note that the content of this book primarily consists of articles available from Wikipedia or other free sources online. Weinberger v. UOP, Inc. 457 A.2d 701 (Del. 1983) is a case concerning corporate law in the United States in the context of mergers and "squeeze outs".In Delaware squeeze-out mergers are subject to a two prong entire fairness test. The test focuses on the fairness of both the transaction's price and the process of approval. The two prongs are fair price and fair dealing.In 1974, Signal Companies, Inc. acquired 50.5% of UOP, Inc.'s outstanding shares. At this time, Signal nominated and elected five of the thirteen directors on UOP's boarIn 1977, Signal became interested in acquiring the rest of UOP at any price up to $24 per share. Signal received a fairness opinion from Lehman Brothers, stating that $21 per share was a fair price, although the fairness opinion may have been based upon hasty and incomplete review. Signal's board unanimously voted to propose a merger at $21 per share. Upon receiving this offer, UOP's board urged the shareholders to approve the merger. The merger was approved and became effective in May, 1978.
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