In Re Lukens Inc. Shareholders Litigation

How courts have described this case

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

• holding that allegations of gross negligence against directors for approving a merger and issuing a false proxy statement did not implicate a breach of the duties of disclosure or loyalty
• holding that business judgment rule applies rather than Revlon enhanced scrutiny when a merger is approved by a fully informed majority of disinterested stockholders
• “Knowing participation . . . must be reasonably inferred from the facts alleged in the complaint.”
• “knowingparticipation” elementmust be reasonably inferred from alleged facts; aiding and abetting claim premised upon conclusory allegations as to “knowing participation” was dismissed
• granting motion to dismiss because alleged omission or misrepresentation did not meet materiality test
• '“Revlon duties' refer only to a director’s performance of his or her duties of care, good faith and loyalty in the unique factual circumstance of a sale of control over the corporate enterprise.”

Source: CourtListener parenthetical corpus (CC0).