Gesoff v. IIC Industries, Inc.

How courts have described this case

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

• explaining that the entire fairness standard applies to controlling shareholder’s appointees to the board because “the process is entirely suffused with the [controlling shareholder’s] coercive power”
• explaining that the entire fairness standard applies to controlling shareholder’s appointees to the board because “the process is entirely suffused with the [controlling shareholder’s] coercive power”
• explaining that “vigorous and spirited” negotiations are evidence of a fair process
• treating “blithe acceptance” of representation by a conflicted attorney as “evidence of unfair dealing”
• detailing ways in which the special committee’s financial advisor was “actively and persistently disloyal to the special committee and to its aims of assuring a fair transaction for [the company’s] minority stockholders”
• rejecting argument that abstaining from the vote shields a director from liability

Source: CourtListener parenthetical corpus (CC0).