Grover v. Van Heusden

How courts have described this case

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

• holding that directors were required to disclose a “fair summary” of “substantive work performed by the investment bankers” on the transaction for which stockholder approval is requested
• holding that, in a cash-out merger, reliable management projections are of “obvious materiality” to stockholders and must be disclosed when they underpin the board’s and the banker’s valuation analyses
• noting that a preliminary injunction should be issued only with the full conviction on the part of the court of its urgent necessity
• holding that “stockholders are entitled to a fair summary of the substantive work performed by the investment bankers upon whose advice the recommendations of their board as to how to vote on a merger or tender rely”
• noting that Lynch I addresses “the ‘inherent coercion’ that exists when a controlling stockholder announces its desire to buy the minority’s shares.”
• indicating that fairness opinions are often “qualified by a gauze of protective language designed to insulate the banker from liability”

Source: CourtListener parenthetical corpus (CC0).