Solomon v. Armstrong

How courts have described this case

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

• holding that, in cases where plaintiffs allege directors breached their duty of loyalty absent the presence of a controller, a fully informed, non-coerced vote of disinterested shareholders would reinstate the business judgment rule as the applicable standard of review
• concluding “that the disclosures appraised the shareholders of all material information, and nothing indicates to me that any disclosure was intended to, or actually did, wrongfully coerce shareholder ratification” and therefore dismissing plaintiff's complaint
• declining to “entertain such transparent hypothetical abuses and the hypothetical fear of retribution and coercion”
• dismissing contract claim based on failure to award exchange rate under certificate of. incorporation when it was amended so as to avoid payment of exchange rate
• “Our cases have held that directors should not be forced to bury the shareholders in an avalanche of trivial information.” (cleaned up)
• “Under the business judgment rule, the burden of pleading and proof is on the party challenging the decision to allege facts to rebut the presumption.”

Source: CourtListener parenthetical corpus (CC0).