In Re Gaylord Container Corp. Shareholders Litigation

How courts have described this case

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

• noting that “a board that fails to meet its Unocal burden may still prevail by demonstrating that its actions satisfied the exacting entire fairness test”
• granting summary judgment in favor of defendants because there was “no dispute of fact that requires a trial regarding whether the defendants have met their burden under the Unocal test”
• granting summary judgment in favor of defendant directors where “plaintiffs ... failed to produce evidence creating a genuine issue of material fact regarding whether the board’s actions [were] entitled to the protection of the business judgment rule[]”
• observing the “omnipresent specter” implicated “[w]hen a board adopts measures designed to deter or defend against an acquisition offer and thereby also against the possibility that the board and management will lose their positions after the acquisition”
• “In itself, the Unocal test is a straightforward analysis of whether what a board did was reasonable.”
• questioning the logic of this approach

Source: CourtListener parenthetical corpus (CC0).