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Steinberg v. Amplica, Inc.

California Supreme Court
729 P.2d 683 (1986)

Written by Rich Walter, JD

Facts

David Steinberg (plaintiff), a minority shareholder in Amplica, Inc. (defendant), was fully aware of all the relevant facts surrounding Amplica’s upcoming merger with another company. Steinberg opposed the merger and believed that Amplica and others (defendants) involved in the merger offered insufficient compensation to buy back his shares. However, Steinberg took no legal action until the merger was completed. At that point, Steinberg filed suit, claiming damages for fraud and breach of fiduciary duty. The trial court ruled that Steinberg’s only remedy was to demand a court-ordered appraisal to determine the fair market value of his shares. Steinberg appealed to the California Supreme Court.

Rule of Law

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Issue

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Holding and Reasoning (Mosk, J.)

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