Upper Deck Co. v. Topps Co. Shareholders Litigation

How courts have described this case

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

• holding that to satisfy the duty of disclosure, “directors must also avoid making materially misleading disclosures, which tell a distorted rendition of events or obscure material facts.”
• stating that the relatively high termination fee was ―explained by the relatively small size of the deal‖
• noting that it was ―critical‖ to the Court‘s determination that the target board had not done a pre-signing market check, but did secure a 40-day go-shop period.
• issuing an injunction after finding that proxy statement misrepresented competing bidder’s acquisition proposals and failed to disclose CEO’s potentially bid-deterring statements to the market
• “According to counsel, Lehman will not base a fairness opinion on projections that have not been prepared entirely by management.”
• calling termination fee of 4.3% of equity value ―a bit high in percentage terms‖

Source: CourtListener parenthetical corpus (CC0).