Citron v. Fairchild Camera & Instrument Corp.

How courts have described this case

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

• holding that a stockholder who dominates and has actual control of the corporation’s activities has fiduciary status
• holding that enhanced scrutiny was the proper standard of review in a post-closing damages action but affirming the trial court’s finding that the directors had carried their burden of proof
• stating that in determining whether the duty of due care was fulfilled, a court should look for evidence of whether the fiduciary has acted in a deliberate and knowledgeable way
• noting that “directors cannot be passive instrumentalities during merger proceedings”
• applying the rule to a third-party sale of a company free of self-dealing
• affirming trial court’s finding after ten-day trial that board’s actions complied with enhanced scrutiny under Revlon

Source: CourtListener parenthetical corpus (CC0).