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Polk v. Good
Delaware Supreme Court
507 A.2d 531 (1986)
- Written by Rich Walter, JD
Facts
Howard Good (defendant) and the other directors of Texaco, Inc. (defendants) had good reason to expect an attempted hostile takeover. To fend off that threat, and on the advice of Texaco’s investment banker and legal counsel, the board’s three managerial directors and 10 independent directors voted to pay a 3 percent premium to buy back recently purchased shares of Texaco’s stock. William Polk (plaintiff) and other dissident shareholders (plaintiffs) sued Texaco and its directors to overturn the repurchase. After the Delaware Court of Chancery dismissed the case, the shareholders appealed to the Delaware Supreme Court.
Rule of Law
Issue
Holding and Reasoning (Moore, J.)
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