Tucker v. Royal Industrial Bank

How courts have described this case

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

• noting that directors “have an obligation to all shareholders to adhere to fiduciary standards of conduct and to exercise their responsibilities in good faith” and “treat all shareholders, majority and minority, fairly”
• transaction must have involved not only fair dealing and fair price, but must have treated all shareholders equally
• when merger creates inherent conflict of interest, burden to prove good faith and fairness of merger shifts to interested directors
• in the merger context, “when there is an inherent conflict of interest, the burden shifts to the interested directors or shareholders to prove good faith and the entire fairness of the merger”
• “The pursuit of an appraisal proceeding generally constitutes the dissenting stockholder’s exclusive remedy.”

Source: CourtListener parenthetical corpus (CC0).