In re Volcano Corp. Stockholder Litigation
Delaware Court of Chancery
143 A.3d 727 (2016)
Volcano Corporation (Volcano) and Koninklijke Philips, N.V. (Philips) agreed to a two-step merger. Philips made a tender offer to Volcano stockholders, and 89.1 percent of Volcano’s outstanding shares were tendered. Volcano and Philips completed the merger. Former stockholders of Volcano (plaintiffs) brought suit against Volcano’s board of directors (defendants), alleging that the board breached its fiduciary duty in approving the merger. The plaintiffs sought to enjoin the merger. The board filed a motion to dismiss.
Rule of Law
Holding and Reasoning (Montgomery-Reeves, J.)
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