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In re Wheelabrator Technologies, Inc. Shareholders Litigation

Delaware Court of Chancery
663 A.2d 1194 (Del. Ch. 1995)


Waste Management, Inc. (Waste) owned 22 percent of the shares of Wheelabrator Technologies, Inc. (WTI). The two companies negotiated a merger agreement, which was approved by WTI’s board of directors (defendants) and shareholders. Certain WTI shareholders (plaintiffs) brought suit, claiming, among other things, that the board of directors breached its duty of loyalty. The plaintiffs filed a motion for summary judgment, in which they claimed that the entire fairness standard governed the duty of loyalty claim.

Rule of Law


Holding and Reasoning (Jacobs, J.)

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