Williams v. Geier
Delaware Supreme Court
671 A.2d 1368 (1996)
James Geier and other directors of Cincinnati Milacron, Inc. (Milacron) (defendants) endorsed a charter amendment to recapitalize the company and multiply the voting powers of its existing shareholders. The amendment was facially neutral and regularly adopted by a majority of Milacron’s shareholders. Nevertheless, Josephine Williams and other minority shareholders (plaintiffs) sued, charging that the amendment’s sole purpose was to enable Geier and other leading shareholders to outvote outsiders who, by acquiring minority shares, might try to effectuate a hostile takeover and unseat the existing board. The Delaware Court of Chancery considered but rejected evaluating the amendment under Delaware’s Blasius test. Instead, the court applied Delaware’s less demanding Unocal test and upheld the amendment as a reasonable and proportionate response to a corporate-takeover threat. The minority shareholders appealed to the Delaware Supreme Court.
Rule of Law
Holding and Reasoning (Veasey, C.J.)
Dissent (Hartnett, 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 709,000 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 709,000 law students have relied on our case briefs:
- Written by law professors and practitioners, not other law students. 44,500 briefs, keyed to 983 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.