In Re Lear Corp. Shareholder Litigation

How courts have described this case

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

• criticizing special committee because it failed to chaperone conflicted CEO’s negotiations with the buyer and failed to provide “more assurance that [the CEO] would take a tough line and avoid inappropriate discussions that would taint the process.”
• denying preliminary junction because the court was “not persuaded that the Special Committee’s less-than-ideal approach to the price negotiations with [the buyer] makes it likely that the plaintiffs, after a trial, will be able to demonstrate a Revlon breach”
• issuing a preliminary injunction where the CEO, “while negotiating the merger, had powerful interests to agree to a price and terms suboptimal for public investors so long as the resulting deal” yielded certain benefits, including “allow[ing] him to promptly liquidate his equity holdings”
• Klein expressing his interest in RBC “shutting the door on [potential buyers] and their willingness to look at [Norcraft]”
• (“[A] reasonable stockholder would want to know an important economic motivation of the negotiator . . . when that motivation could rationally lead that negotiator to favor a deal at a less than optimal price . . . .”

Source: CourtListener parenthetical corpus (CC0).

Cited by

42 cases in this archive cite this case; the 20 most cited are listed.

• RBC Capital Markets, LLC v. Jervis
  Supreme Court of Delaware· 2015-11-30· cited 202×
• Corwin v. KKR Financial Holdings LLC
  Supreme Court of Delaware· 2015-10-02· cited 143×
• Chen v. Howard-Anderson
  Court of Chancery of Delaware· 2014-04-08· cited 99×
• In re Rural Metro Corp.
  Court of Chancery of Delaware· 2014-03-07· cited 92×
• In Re Dollar Thrifty Shareholder Litigation
  Court of Chancery of Delaware· 2010-09-08· cited 84×
• In Re Del Monte Foods Co. Shareholders Litigation
  Court of Chancery of Delaware· 2011-02-14· cited 79×
• NAMA Holdings, LLC v. World Market Center Venture, LLC
  Court of Chancery of Delaware· 2007-07-20· cited 66×
• In Re Lear Corp. Shareholder Litigation
  Court of Chancery of Delaware· 2008-09-02· cited 65×
• Morrison v. Berry
  Supreme Court of Delaware· 2018-07-09· cited 65×
• In re Synthes, Inc. Shareholder Litigation
  Court of Chancery of Delaware· 2012-08-17· cited 56×
• In Re El Paso Corporation Shareholder Litigation
  Court of Chancery of Delaware· 2012-02-29· cited 38×
• In Re Cogent, Inc. Shareholder Litigation
  Court of Chancery of Delaware· 2010-10-05· cited 36×
• In re Stearns
  New York Supreme Court· 2008-12-04· cited 4×
• In re Passage Midland Meadows Operations, LLC
  S.D. West Virginia· 2017-12-01· cited 2×
• Ehrlich v. Phase Forward Inc.
  Massachusetts Appeals Court· 2011-10-21· cited 1×
• In re Comverge, Inc. Shareholders Litigation
  Court of Chancery of Delaware· 2014-11-25
• In Re: Appraisal of Dell Inc.
  Court of Chancery of Delaware· 2016-05-31
• In re OM Group, Inc. Stockholders Litigation
  Court of Chancery of Delaware· 2016-10-12
• In re Saba Software, Inc. Stockholder Litigation
  Court of Chancery of Delaware· 2017-03-31
• In re Saba Software, Inc. Stockholder Litigation
  Court of Chancery of Delaware· 2017-04-11

Cites

13 cases in this archive are cited by this case.

• TSC Industries, Inc. v. Northway, Inc.
  Supreme Court· 1976-06-14· cited 2,447×
• Revlon, Inc. v. MacAndrews & Forbes Holdings, Inc.
  Supreme Court of Delaware· 1986-03-13· cited 386×
• Paramount Communications Inc. v. QVC Network Inc.
  Supreme Court of Delaware· 1994-02-04· cited 265×
• Arnold v. Society for Savings Bancorp, Inc.
  Supreme Court of Delaware· 1994-12-28· cited 251×
• Barkan v. Amsted Industries, Inc.
  Supreme Court of Delaware· 1989-12-18· cited 209×
• Solomon v. Armstrong
  Court of Chancery of Delaware· 1999-03-25· cited 109×
• In re Pure Resources, Inc., Shareholders Litigation
  Court of Chancery of Delaware· 2002-09-27· cited 98×
• Zirn v. VLI Corp.
  Supreme Court of Delaware· 1993-03-08· cited 78×
• In Re Netsmart Technologies, Inc. Shareholders Litigation
  Court of Chancery of Delaware· 2007-03-14· cited 73×
• In Re Toys\ R\ US, Inc.
  Court of Chancery of Delaware· 2005-06-24· cited 71×
• In Re Staples, Inc. Shareholders Litigation
  Court of Chancery of Delaware· 2001-06-05· cited 30×
• ODS Technologies, L.P. v. Marshall
  Court of Chancery of Delaware· 2003-09-25· cited 16×
• Brody v. Zaucha
  Supreme Court of Delaware· 1997-08-01· cited 11×