In Re General Motors Class H Shareholders Litigation

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 voting stockholders “had a free choice between maintaining their current status and taking advantage of the new status offered by the [transactions]”
• noting that breaching a contractual provision for a particular class of stock was governed by contract and could not be asserted as a claim for breach of fiduciary duty
• according ratification effect to stockholder vote after examining and dismissing multiple challenges to a merger proxy statement
• where board fulfilled its duty to inform stockholders of the implications of rejecting a board-proposed transaction in a non-threatening manner, no coercion was found
• “‘[I]mplied coercion’ . . . has been found to exist where a controlling stockholder dominates the corporation.”
• “To show that a GM director’s independence was compromised . . . , the plaintiffs must show that . . . such holdings . . . was of a sufficiently material importance [to that director.]”

Source: CourtListener parenthetical corpus (CC0).