Cinerama, Inc. v. Technicolor, Inc.

How courts have described this case

Verbatim parenthetical descriptions written by other courts when citing this decision. Ranked by citation-network relevance.

• holding that the evidence did not support an “improper motive” in the negotiation of a good transaction for the stockholders
• noting board = s reliance on reports by investment firms and experienced counsel as evidence of good faith and overall fairness of process of merger
• establishing standard for when financial interest is “material” for purposes of duty of loyalty
• “A combination of the fiduciary duties of care and loyalty gives rise to the requirement that 'a director disclose to shareholders all material facts bearing upon a merger vote....’”
• “Thus, ‘perfection is not possible, or expected’ as a condition precedent to a judicial determination of entire fairness.”
• “where a majority of fully informed stockholders ratify action of even interested directors, an attack on the ratified transaction normally must fail”

Source: CourtListener parenthetical corpus (CC0).