Mergers

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The Court, faced with significant litigation over the proposed merger of two major banks and the validity of deal protection provisions in the approved merger agreement, engaged in a thorough discussion of the underpinnings and evolution of the business judgment rule as well as the development of Delaware law in the area of corporate change…

Plaintiff was not entitled to proceed on its derivative action seeking to enjoin a merger because it had not waited for the 90 day period required by N.C.G.S. §55-7-42. Plaintiff failed to sufficiently plead irreparable harm, which might have excused it from waiting the 90 day period.

It was not irreparable harm that the company’s…

A majority shareholder has no fiduciary duty to minority shareholders to "auction off" the company or otherwise obtain the highest possible value for their interests once the majority shareholder decides to sell its controlling interest or engage in a cash out merger. The duties of a shareholder are distinct from those of a director under…

Plaintiffs sold their stock in Citizens Savings Bank, and the stock increased in value significantly after Citizens merged with BB&T. Plaintiffs claimed that the various buyers of the stock had been unjustly enriched. The court granted summary judgment, because the buyer had no knowledge of the merger transaction and because Plaintiffs had already recovered a…