Yucaipa American Alliance Fund II, L.P. v. Riggio

How courts have described this case

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

• holding that a rights plan was not coercive where the plaintiff could “succeed in a proxy contest”
• rejecting independence challenge where director worked as controlling stockholder’s subordinate over ten years before challenged transaction
• rejecting independence challenge where director worked as controlling stockholder’s subordinate over ten years before challenged transaction
• upholding plan even though “some directors admittedly had difficulty interpreting” it and observing that such difficulty was “understandable because it [was] a complex agreement”
• “the board owes fiduciary duties to the company, something Yucaipa, as a stockholder, generally does not”
• “[T]he board bears the burden to show that the pill is reasonable”

Source: CourtListener parenthetical corpus (CC0).