From our private database of 22,300+ case briefs...
Cede & Co. v. Technicolor, Inc.
Supreme Court of Delaware
634 A.2d 345 (Del. 1994)
Technicolor, Inc. (defendant) was in serious financial trouble in early 1982. Ron Perelman, controlling shareholder of MacAndrews & Forbes Group, Inc. (MAF), determined that Technicolor would be an attractive takeover candidate for MAF. Technicolor agreed to a two-step merger, in which MAF would first make a cash tender offer and then conduct a cash-out merger with any shareholders who did not accept the tender offer. The tender offer opened in November 1982, and by the end of the month, MAF had acquired 82 percent of Technicolor’s shares. Meanwhile, Perelman had developed a plan for improving Technicolor’s performance, which included selling all of Technicolor’s unprofitable units. Cinerama, Inc. (plaintiff) did not accept the tender offer and dissented from the cash-out merger, which was completed in January 1983. Cinerama sued for an appraisal. The trial court computed an appraisal value which excluded any value created by Perelman’s plans for the new company, on the reasoning that the appraisal should exclude any future value which, but for the merger, would not exist. Cinerama appealed, arguing that Perelman’s plans should be factored in.
Rule of Law
Holding and Reasoning (Holland, J.)
What to do next…
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 518,000 law students since 2011. Some law schools—such as Yale, Berkeley, and Northwestern—even subscribe directly to Quimbee for all their law students.Unlock this case briefRead our student testimonials
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.Learn about our approachRead more about Quimbee
Here's why 518,000 law students have relied on our case briefs:
- Written by law professors and practitioners, not other law students. 22,300 briefs, keyed to 984 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.