Whitfield v. Firemen's Fund Insurance

How courts have described this case

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

• recognizing that merger consideration can be made contingent on facts ascertainable outside the merger agreement, which can be a determination by a party on behalf of all stockholders
• holding that principal stockholders who signed merger agreement were bound to its terms
• stating that “[p]arties are in privity . . . when their interests are identical or closely aligned such that they were actively and adequately represented in the first suit”
• interpreting Puerto Rico’s version of Section 251, which tracks Delaware's provision, and concluding that the post-closing price adjustment was permissible
• dismissing complaint on stare decisis grounds upon concluding that the new complaint did not plead new facts “beyond what [was] previously considered.”
• finding privity among shareholders when a Purchase Agreement designated a Shareholders’ Representative

Source: CourtListener parenthetical corpus (CC0).