Parnes v. Bally Entertainment Corp.

How courts have described this case

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

• holding that stockholders could assert direct claims challenging merger where CEO allegedly breached his duty of loyalty by requiring acquirer to give him side-payments as a condition of any deal
• finding that controller had attempted to negotiate disparate merger consideration by attempting to secure side deals where the controller would offer nothing of value
• finding that, after taking all pleaded facts as true and drawing reasonable inferences in the plaintiff’s favor, the plaintiff’s claim was direct and withstood dismissal
• noting that interested acquirors might have paid a higher price for Bally “but were discouraged from bidding because they were unwilling to participate in illegal transactions”
• repeating Lewis holding and stating \stockholder must maintain his or her status as a stockholder in order to continue the litigation\
• permitting direct challenge to merger based on diversion of consideration that otherwise would have supported derivative claim

Source: CourtListener parenthetical corpus (CC0).