Berger v. Pubco Corp.

976 A.2d 132 (2009)

From our private database of 46,300+ case briefs, written and edited by humans—never with AI.

Berger v. Pubco Corp.

Delaware Supreme Court
976 A.2d 132 (2009)

  • Written by Robert Cane, JD

Facts

Robert Kanner (defendant) owned over 90 percent of Pubco Corporation’s (defendant) shares. Barbara Berger (plaintiff) was a minority shareholder of Pubco. Kanner decided to effect a statutory short-form merger and cash out Berger at a price of $20 per share. The short-form-merger statute required the board of the parent corporation to provide a notice to minority shareholders that included a copy of the appraisal statute and all information material to shareholders that would affect their decision to seek appraisal. Pubco provided notice to Berger regarding the merger. However, the disclosures provided neither significant detail as to the existing operations and assets of Pubco nor an explanation of how the $20 per share price was set. Berger filed a class-action lawsuit on behalf of Pubco minority shareholders, seeking recovery of the difference between the $20 share price and the fair value of their shares. Pubco and Kanner and Berger filed cross motions for summary judgment in the Delaware Court of Chancery. The court found Pubco had violated its disclosure duty and the minority shareholders were entitled to a quasi-appraisal remedy requiring shareholders to opt in and escrow a portion of their merger proceeds. Berger appealed the imposition of the opt-in and escrow requirements to the Delaware Supreme Court.

Rule of Law

Issue

Holding and Reasoning (Jacobs, J.)

What to do next…

  1. Unlock this case brief with a free (no-commitment) trial membership of Quimbee.

    You’ll be in good company: Quimbee is one of the most widely used and trusted sites for law students, serving more than 815,000 law students since 2011. Some law schools even subscribe directly to Quimbee for all their law students.

  2. Learn more about Quimbee’s unique (and proven) approach to achieving great grades at law school.

    Quimbee is a company hell-bent on one thing: helping you get an “A” in every course you take in law school, so you can graduate at the top of your class and get a high-paying law job. We’re not just a study aid for law students; we’re the study aid for law students.

Here's why 815,000 law students have relied on our case briefs:

  • Written by law professors and practitioners, not other law students. 46,300 briefs, keyed to 988 casebooks. Top-notch customer support.
  • The right amount of information, includes the facts, issues, rule of law, holding and reasoning, and any concurrences and dissents.
  • Access in your classes, works on your mobile and tablet. Massive library of related video lessons and high quality multiple-choice questions.
  • Easy to use, uniform format for every case brief. Written in plain English, not in legalese. Our briefs summarize and simplify; they don’t just repeat the court’s language.

Access this case brief for FREE

With a 7-day free trial membership
Here's why 815,000 law students have relied on our case briefs:
  • Reliable - written by law professors and practitioners, not other law students
  • The right length and amount of information - includes the facts, issue, rule of law, holding and reasoning, and any concurrences and dissents
  • Access in your class - works on your mobile and tablet
  • 46,300 briefs - keyed to 988 casebooks
  • Uniform format for every case brief
  • Written in plain English - not in legalese and not just repeating the court's language
  • Massive library of related video lessons - and practice questions
  • Top-notch customer support

Access this case brief for FREE

With a 7-day free trial membership