Mills Acquisition Co. v. MacMillan, Inc.

How courts have described this case

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

• holding that a “board of directors ... may not avoid its active and direct duty of oversight in a matter as significant as the sale of corporate control”
• holding that officers breached their fiduciary duties by enabling their preferred buyer to win a shares auction by tipping it with the highest bid
• holding that chairman and CEO breached his fiduciary duty through “knowing concealment” of information “at the critical board meeting” in light of the “duty of disclosure under the circumstances”
• noting that “there must be a rational basis for the action such that the interests of the stockholders are manifestly the board’s paramount objective”
• observing that an “auction was clandestinely and impermissibly skewed in favor” of management’s preferred bidder
• inferring that the participants’ failure to disclose a wrongful tip was “an explicit acknowledgement of their culpability”

Source: CourtListener parenthetical corpus (CC0).