O'REILLY v. Transworld Healthcare, Inc.

How courts have described this case

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

• concluding on motion to dismiss that it was reasonably conceivable that a 49% stockholder exercised actual control where the plaintiff alleged that the stockholder forced the board to comply with its terms on the merger through threats
• finding it reasonably conceivable on a motion to dismiss that a stockholder owning 49% of the company’s stock exercised actual control where the plaintiff alleged that the stockholder forced the board to comply with its terms on the merger through threats
• “Corporate fiduciaries can breach their duty of disclosure under Delaware law . . . by making a partial disclosure that is materially misleading.”
• “plaintiff must make allegations [that] provide the defendant with sufficient notice of the basis for the plaintiff’s claim”
• “[C]ausation and actual quantifiable damages are elements of the compensatory damages portion of a claim for breach of the fiduciary duty of disclosure.”
• claim for breach of fiduciary duty of disclosure implicates only duty of care when alleged violation was result of good faith, erroneous judgment about proper scope or content of required disclosure

Source: CourtListener parenthetical corpus (CC0).