Harbor Finance Partners v. Huizenga
Delaware Court of Chancery
751 A.2d 879 (Del. Ch. 1999)
Republic Industries, Inc. (Republic) (defendant) acquired AutoNation Incorporated (AutoNation). Although Republic's directors (defendants) owned a large amount of AutoNation shares, the merger was approved by a majority of informed, uncoerced, and disinterested Republic shareholders. The vote was not unanimous. Harbor Finance Partners (Harbor) (plaintiff) was a dissenting shareholder of Republic. Harbor alleged that the terms of the merger were unfair to Republic and its public shareholders and that the shareholder approval was based on a materially misleading proxy statement. The defendants moved to dismiss under Chancery Court Rule 12(b)(6).
Rule of Law
Holding and Reasoning (Strine, J.)
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