Turner v. Bernstein
Delaware Court of Chancery
776 A.2d 530 (2000)
GenDerm Corporation (GenDerm) was a private corporation with more than 11.5 million issued shares owned by more than 150 shareholders. However, voting control of the corporation was held by the board of directors. In October 1997, GenDerm executed a letter of intent regarding a merger with Medicis Pharmaceutical Corporation (Medicis) in which GenDerm would become a wholly owned subsidiary of Medicis. On December 1, the GenDerm board sought written consents approving the merger via a solicitation that was nominally addressed to all GenDerm shareholders but that was not actually sent to all the shareholders. Stuart Turner (plaintiff) and other shareholders never received the solicitation, which stated that the transaction was expected to close on December 3, a mere two days later. The solicitation also provided almost no information about the transaction, consisting of only a one-page letter, a consent form, a copy of the merger agreement, and a copy of a statutory provision allowing the shareholders to seek appraisal as an alternative to accepting the merger. The solicitation indicated that the board of directors had already approved the transaction and recommended that the shareholders accept it. In contrast, a seller’s report that GenDerm provided to Medicis in October contained substantial information that would have been useful to the GenDerm shareholders in deciding whether to accept the merger or to seek appraisal. Turner filed suit against Joel Bernstein (defendant) and other GenDerm directors, alleging that they breached their fiduciary duties by failing to provide shareholders with information material to deciding whether to approve the merger. Turner filed a motion for partial summary judgment on the question of the breach of fiduciary duty.
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 688,000 law students since 2011. Some law schools—such as Yale, Berkeley, and Northwestern—even subscribe directly to Quimbee for all their law students.Unlock this case briefRead 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.Learn about our approachRead more about Quimbee
Here's why 688,000 law students have relied on our case briefs:
- Written by law professors and practitioners, not other law students. 43,000 briefs, keyed to 988 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.