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Virginia Bankshares, Inc. v. Sandberg
United States Supreme Court
501 U.S. 1083 (1991)
First American Bankshares, Inc., a bank holding
company, began a merger between the First American Bank of Virginia and Virginia
Bankshares, Inc. (VBI) (defendant). VBI owned 85 percent of the First American
Bank of Virginia’s stock, and minority shareholders owned the remaining 15
percent. First American obtained a valuation of the minority shareholder’s
stock from an independent investment banking firm. The firm reported that the stock
was worth $42 per share, based on unverified information provided by VBI. VBI’s
board then offered to purchase the remaining 15 percent of shares from its minority
shareholders for $42 per share, stating that this was a premium for the stock. VBI
disclosed this information in a proxy statement to its minority shareholders
and recommended approving the merger. The minority shareholders’ votes were not
required by law or corporate bylaw. VBI’s minority shareholders, including
Sandberg (plaintiff), brought suit alleging that the stock was 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. VBI petitioned for certiorari to the United States Supreme
Rule of Law
Holding and Reasoning (Souter, J.)
Concurrence/Dissent (Kennedy, J.)
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