Weinberger v. UOP, Inc.
Delaware Supreme Court
457 A.2d 701 (Del. 1983)
The Signal Companies, Inc. (Signal) acquired 50.5 percent of UOP, Inc.’s (UOP) (defendants) outstanding stock. Signal elected six members to the new board of UOP, five of which were either directors or employees of Signal. After the acquisition, Signal still had a significant amount of cash on hand due to a sale of one of its subsidiaries. Signal was unsuccessful in finding other good investment opportunities for this extra cash so it decided to look into UOP once again. Charles Arledge and Andrew Chitiea, two Signal officers who were also UOP directors, conducted a “feasibility study” for Signal and determined that the other 49.5 percent of UOP would be a good investment for Signal for any price up to $24 per share. The study found that the return on investment at a purchase price of $21 per share would be 15.7 percent, whereas the return at $24 per share would be 15.5 percent. Despite this small difference in return, the difference in purchase price per share would mean a $17 million difference to the UOP minority shareholders. This information was never passed along to Arledge and Chitiea’s fellow UOP directors or the UOP minority shareholders. The UOP board agreed on a $21 per share purchase price. The UOP minority shareholders subsequently voted in favor of the merger. Weinberger, et al. (plaintiffs) were UOP minority shareholders and brought suit, challenging the merger. The Delaware Court of Chancery found in favor of the defendants. The plaintiffs appealed.
Rule of Law
Holding and Reasoning (Moore, 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 166,000 law students have relied on our case briefs:
- Written by law professors and practitioners, not other law students. 13,800 briefs, keyed to 187 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.