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In re Dow Chemical Co. Derivative Litigation
Delaware Court of Chancery
2010 Del. Ch. LEXIS 2 (2010)
Facts
The directors (defendants) of Dow Chemical Company (Dow) concluded a merger agreement that unconditionally obligated Dow to purchase the Rohm & Haas Company (R&H). Prior to closing, Dow experienced unexpected financial setbacks that resulted in Dow’s losing money on the R&H merger. Dow’s shareholders sued the directors in the Delaware Court of Chancery, alleging various breaches of the directors’ fiduciary duties. Dow’s directors moved to dismiss the case on the grounds that the shareholders failed to demand that Dow assert its own direct rights against the directors.
Rule of Law
Issue
Holding and Reasoning (Chandler, J.)
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