Virginia Bankshares, Inc. v. Sandberg
United States Supreme Court
501 U.S. 1083 (1991)
In 1986, First American Bankshares, Inc. began a merger with Virginia Bankshares, Inc. (VBI) (defendant). First American obtained a valuation of VBI’s’ stock from an independent investment banking firm. The firm then reported that VBI’s stock was worth $42 per share, based on unverified information provided by VBI. VBI’s board then offered to purchase the remaining shares of the company from its investors for $42 per share, stating that this was a premium for the stock. VBI’s investors (Sandberg) (plaintiff) then brought suit, alleging that the shares were worth significantly more than $42 per share. The district court ruled in favor of Sandberg and VBI appealed. The Court of Appeals affirmed in part, vacated in part, and remanded. Virginia Bankshares then petitioned for certiorari to the United States Supreme Court.
Rule of Law
Holding and Reasoning (Souter, J.)
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