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Supreme Court of Delaware· 1/23/1996

Williams v. Geier

Citations

  • 671 A.2d 1368
  • 1996 Del. LEXIS 65
  • 1996 WL 65910

How courts have described this case

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

  • holding that directors are presumed to have acted “independently, with due care, in good faith and in the honest belief that [their] actions were in the stockholders’ best interests”
  • holding that a presumptive controlling bloc was free to vote their shares as they saw fit as long as the underlying act did not entail “waste, fraud, or manipulative or other inequitable conduct”
  • holding that a presumptive controlling block was free to vote their shares as they saw fit as long as the underlying act did not entail “waste, fraud, or manipulative or other inequitable conduct”
  • noting that ”[a]n otherwise valid stockholder vote may be nullified by a showing that the structure or circumstances of the vote were impermissibly coercive”
  • noting that this court will not impose requirements or exceptions that are essentially legislative because that is the province of the General Assembly and further because it would \introduce an undesirable degree of uncertainty into the corporation law\
  • explaining that a fiduciary is obligated to give truthful disclosures about the negative consequences of a particular course of action, even if they may dissuade stockholders from adopting it

Source: CourtListener parenthetical corpus (CC0).

Judges: Veasey, Walsh, Hartnett, Horsey, Ridgely

Read full opinion on CourtListener

Cited by

159 cases in this archive cite this case; the 20 most cited are listed.

Cites

61 cases in this archive are cited by this case; the 20 most cited are listed.

Sourced from CourtListener / Free Law Project (CC0).

This is legal information, not legal advice. Laws vary by jurisdiction and change frequently. Always verify current law with official sources and consult a licensed attorney in your jurisdiction for advice on your specific situation.