Mercier v. Inter-Tel (Delaware), Inc.
Delaware Court of Chancery
929 A.2d 786 (Del. Ch. 2007)
Inter–Tel (Delaware), Incorporated (Inter-Tel) (defendant) entered into a merger agreement with Mitel Networks Corp. (Mitel). A special shareholder meeting was scheduled to consider the merger. Several major shareholders disfavored the transaction. Despite the efforts of Inter-Tel's directors (defendants), Mitel refused to raise its offer. Before the shareholders voted, the board knew that the merger would be defeated, but the board believed that the merger was in the best interests of the shareholders. The board decided to postpone the meeting for 30 days so that the company's performance data would be disclosed and shareholders would have more time to consider the recent low mergers and acquisitions market. The shareholders approved the merger. Vernon Mercier (plaintiff) was a dissenting shareholder of Inter-Tel. Mercier sought a preliminary injunction against the closing of the merger and asked for another vote. The board alleged that Mitel would walk away if another vote was ordered. Mercier argued that the directors' action should be reviewed under Blasius Industries, Inc. v. Atlas Corp., 564 A.2d 651 (Del. Ch. 1998), because they acted for the primary purpose of depriving shareholders of the right to oppose the merger. The directors argued that they did not act to entrench themselves, and thus, their action should be reviewed under the business judgment rule.
Rule of Law
Holding and Reasoning (Strine, 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 97,000 law students since 2011. Some law schools—such as Yale, Vanderbilt, Berkeley, and the University of Illinois—even subscribe directly to Quimbee for all their law students. Read 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. Read more about Quimbee.
Here's why 175,000 law students have relied on our case briefs:
- Written by law professors and practitioners, not other law students. 14,000 briefs, keyed to 188 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.