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No Damages for Merger Approved in Bad Faith
The Delaware Supreme Court has ruled that even though a company's board of directors may have approved a merger in bad faith, if the price paid for the acquisition was fair, the shareholders have suffered no damages. Emerald Partners v. Berlin, No. 295, 2003 (Dec. 23, 2003).
A corporation purchased 13 companies from its chairman and chief executive officer. The shareholders objected, filing suit to challenge the merger. They claimed that both the price and the process of the merger were unfair. The court of chancery found that the price paid was “entirely fair,” and dismissed the action.
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