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16 Delaware opinions name it 2 courts 1971–2018 0 in the last five years
The cases below were cited by Delaware courts in a sentence that names this issue. Sides come from how each citing opinion treated the case (Syfertize flag on that citation), so a case can appear on both: that is where the law is contested. A red or yellow chip is the case's own overall treatment.
| Case | Followed | Cited |
|---|---|---|
Sinclair Oil Corporation v. Leviengreen2 sentences2018The Court determined that, because the cash was distributed on a pro rata basis, entire fairness did not apply “[s]ince the parent received nothing from the subsidiary to the exclusion of the minority stockholders of the subsidiary.”58 In reaching this conclusion, the Court cautioned that “[w]e do not accept the argument that the intrinsic fairness test can never be applied to a dividend declaration by a dominated board.”59 Here, unlike in Sinclair, the well-pled allegations of the Complaint show that NRG did receive something from Yield to the exclusion of the minority 56 280 A.2d 717, 720 (D 2018The Court determined that, because the cash was distributed on a pro rata basis, entire fairness did not apply “[s]ince the parent received nothing from the subsidiary to the exclusion of the minority stockholders of the subsidiary.”58 In reaching this conclusion, the Court cautioned that “[w]e do not accept the argument that the intrinsic fairness test can never be applied to a dividend declaration by a dominated board.”59 Here, unlike in Sinclair, the well-pled allegations of the Complaint show that NRG did receive something from Yield to the exclusion of the minority 56 280 A.2d 717, 720 (D | 5 | 9 |
Weinberger v. UOP, Inc.green2 sentences1988See Weinberger v. U.O.P., Inc., Del.Supr., 457 A.2d 701 (1983); Sinclair Oil Corp. v. Levien, Del.Supr., 280 A.2d 717 (1971). 2 . 1987See Weinberger v. UOP, Inc., Del.Supr., 457 A.2d 701, 710 (1983). | 2 | 2 |
MacFarlane v. North American Cement Corp.green1 sentence1986See, MacFarlane v. North American Cement Corp., Del.Ch., 157 A. 396 (1928); Bodell v. General Gas & Electric Corp., Del.Supr., 140 A. 264 (1927). | 1 | 1 |
Michelson v. Duncangreen1 sentence1980Pennzoil denies that it benefitted from the transaction in question to the exclusion of POGO but also asserts that its act of collecting the management fee is protected by the business judgment rule even if the elements necessary to invoke the intrinsic fairness rule are present, because a majority of POGO’s minority stockholders approved the amendments to the management contract after full disclosure of all germane facts, and therefore the stockholders’ vote constituted a ratification of the collection of the management fee under the rationale of Michelson v. Duncan, Del.Supr., 407 A.2d 211, | 1 | 1 |
Meyerson v. El Paso Natural Gas Companygreen1 sentence1977On the other hand, the so-called business judgment rule will be applied in situations in which the terms of a transaction are not imposed by the parent corporation but by a third party, such as a state or federal agency, Getty Oil Company v. Skelly Oil Co., supra. In such a case courts will not interfere with a transaction unless there is a showing of gross and palpable overreaching, Meyerson v. El Paso Natural Gas Company, Del.Ch., 246 A.2d 789, 794 (1967). | 1 | 1 |
Sterling v. Mayflower Hotel Corp.green2 sentences1977Application of the intrinsic fairness test also requires that the parent corporation bear the burden of establishing the entire fairness of a transaction under attack, Sterling v. Mayflower Hotel Corp., Del.Supr., 33 Del.Ch. 293 , 93 A.2d 107, 110 (1952). 1977Application of the intrinsic fairness test also requires that the parent corporation bear the burden of establishing the entire fairness of a transaction under attack, Sterling v. Mayflower Hotel Corp., Del.Supr., 33 Del.Ch. 293 , 93 A.2d 107, 110 (1952). | 1 | 1 |
| Case | Negative | Cited |
|---|---|---|
| No negative-treatment citations attached to this issue in Delaware. Read the followed side critically anyway. | ||
| Case | Cited | Years |
|---|---|---|
Aronson v. Lewis
green
1 sentence1987Aronson, 473 A.2d at 812 ; Revlon, 506 A.2d at 179 ; Unocal, 493 A.2d at 954-56 . | 1 | 1987–1987 |
Revlon, Inc. v. MacAndrews & Forbes Holdings, Inc.
green
1 sentence1987Aronson, 473 A.2d at 812 ; Revlon, 506 A.2d at 179 ; Unocal, 493 A.2d at 954-56 . | 1 | 1987–1987 |
Unocal Corp. v. Mesa Petroleum Co.
green
1 sentence1987Aronson, 473 A.2d at 812 ; Revlon, 506 A.2d at 179 ; Unocal, 493 A.2d at 954-56 . | 1 | 1987–1987 |
Bodell v. General Gas Electric Corporation
green
1 sentence1986See, MacFarlane v. North American Cement Corp., Del.Ch., 157 A. 396 (1928); Bodell v. General Gas & Electric Corp., Del.Supr., 140 A. 264 (1927). | 1 | 1986–1986 |
Schreiber v. Pennzoil Co.
green
1 sentence1982Schreiber v. Pennzoil Co., Del.Ch., 419 A.2d 952 (1980). | 1 | 1982–1982 |
Singer v. Magnavox Co.
red
1 sentence1979In Singer v. Magnavox, supra, the Delaware Supreme Court imposed the intrinsic fairness test in controlled mergers, but did not have before it the question of whether ratification by a majority of the minority stockholders shifts the burden of proof to the objecting stockholders. | 1 | 1979–1979 |
Gottlieb v. Heyden Chemical Corp.
green
1 sentence1978For the purposes of the motion for reargument defendants do not deny that all the elements are present which would normally require the intrinsic fairness test to be applied by the Court in reviewing the transaction, but they argue that the second Gottlieb opinion ( 91 A.2d 57 ) holds that if there has been independent (but non-unanimous) shareholder ratification of the transaction, the burden of proof is shifted to a plaintiff who is alleging wrongdoing and changes the question of proof from the intrinsic fairness test to the business judgment rule. | 1 | 1978–1978 |
Palley v. McDonnell Company
green
1 sentence1973On this point, in the instant case, the Court below stated: 295 A.2d at 767 “[I] am satisfied that application of the intrinsic fairness test * * * leads to the conclusion that prior to the rendering moot of this case a reasonable likelihood existed that plaintiff would have prevailed, at least to some extent, had the case gone to trial * * Obviously, the Court below applied the delineation of a meritorious claim as stated by this Court in Chrysler. | 1 | 1973–1973 |
Mencher v. Sachs
neutral
1 sentence1972Giving particular consideration to the Roudebush memorandum, the contemporaneous views of the affiant Burson, and the failure of the Hycon directors, Hunter and Piper, to be allowed to negotiate freely for Hycon’s benefit with full knowledge of what the transaction was all about, I am satisfied that application of the intrinsic fairness test, which, in my opinion, is clearly applicable here, leads to the conclusion that prior to the rendering moot of this case a reasonable likelihood existed that plaintiff would have prevailed, at least to some extent, had the case gone to trial, there being s | 1 | 1972–1972 |
Mencher v. Sachs
green
1 sentence1972Giving particular consideration to the Roudebush memorandum, the contemporaneous views of the affiant Burson, and the failure of the Hycon directors, Hunter and Piper, to be allowed to negotiate freely for Hycon’s benefit with full knowledge of what the transaction was all about, I am satisfied that application of the intrinsic fairness test, which, in my opinion, is clearly applicable here, leads to the conclusion that prior to the rendering moot of this case a reasonable likelihood existed that plaintiff would have prevailed, at least to some extent, had the case gone to trial, there being s | 1 | 1972–1972 |
Moskowitz v. Bantrell
green
2 sentences1971Moskowitz v. Bantrell, 41 Del.Ch. 177 , 190 A.2d 749 (Del.Supr.1963). 1971Moskowitz v. Bantrell, 41 Del.Ch. 177 , 190 A.2d 749 (Del.Supr.1963). | 1 | 1971–1971 |
American District Telegraph Co. v. Grinnell Corp.
neutral
2 sentences1971In support of this contention, Sinclair relies heavily on American District Telegraph Co. [ADT] v. Grinnell Corp., (N.Y.Sup.Ct.1969) aff’d. 33 A.D.2d 769 , 306 N.Y.S.2d 209 (1969). 1971In support of this contention, Sinclair relies heavily on American District Telegraph Co. [ADT] v. Grinnell Corp., (N.Y.Sup.Ct.1969) aff’d. 33 A.D.2d 769 , 306 N.Y.S.2d 209 (1969). | 1 | 1971–1971 |
Moskowitz v. Bantrell
neutral
2 sentences1971Moskowitz v. Bantrell, 41 Del.Ch. 177 , 190 A.2d 749 (Del.Supr.1963). 1971Moskowitz v. Bantrell, 41 Del.Ch. 177 , 190 A.2d 749 (Del.Supr.1963). | 1 | 1971–1971 |
Getty Oil Company v. Skelly Oil Company
green
2 sentences1971In other words, self-dealing on the part of a dominant fiduciary must first be established in order for the intrinsic fairness rule to be successfully invoked, Sinclair Oil Corp. v. Levien (Del.Supr.), 280 A.2d 717 , and Getty Oil Company v. Skelly Oil Co., (Del.Supr.), 267 A.2d 883 . 1971In other words, self-dealing on the part of a dominant fiduciary must first be established in order for the intrinsic fairness rule to be successfully invoked, Sinclair Oil Corp. v. Levien (Del.Supr.), 280 A.2d 717 , and Getty Oil Company v. Skelly Oil Co., (Del.Supr.), 267 A.2d 883 . | 1 | 1971–1971 |