Polygon Global Opportunities Master Fund v. West Corporation
Delaware Court of Chancery
2006 WL 2947486 (2006)
Polygon Global Opportunities Master Fund (Polygon) (plaintiff) was a global fund that sought to maximize value through arbitrage transactions. West Corporation (defendant) was a Delaware publicly traded corporation, and Gary and Mary West were its controlling shareholders. West Corporation announced a leveraged recapitalization sponsored by an investor group. The recapitalization would take the form of a squeeze-out merger. Under the merger agreement, West Corporation’s minority stockholders would receive $48.75 per share in cash, which represented a 13 percent premium over the stock price the day before the transaction. The Wests would sell 85 percent of their stock for $42.83 per share in cash and exchange the remaining 15 percent for the stock in the “new” corporation, whose per-share value was also $42.93. The different treatment for the Wests was requested by the special committee and the investor group. Polygon saw a risk arbitrage opportunity and bought West Corporation’s stock immediately after the announcement of the transaction. Polygon made several written demands on West Corporation, seeking production of books and records, all of which were rejected for reasons including failure to state a proper purpose under Del. C. tit. 8, § 220. Polygon sued, claiming it had the proper purposes of valuing its shares in order to decide whether to seek an appraisal and investigating potential breaches of fiduciary duties by the West Corporation’s directors.
Rule of Law
Holding and Reasoning (Lamb, 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.